Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, (ii) the Total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, 30,000,000.00 or (ii) the Total sum of the total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a the general deposit account at the discretion 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, 10,000,000.00 or (ii) the Total sum of the total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a the general deposit account at the discretion 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, 10,000,000.00 or (ii) the Total sum of the total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., BostonHouston, Massachusetts Texas 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a the general deposit account at the discretion 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., BostonHouston, Massachusetts Texas 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., BostonHouston, Massachusetts Texas 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after upon 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender severally agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00125,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Lenders exceeding the aggregate Revolving Commitments of the Revolving Lenders, (iii) the aggregate outstanding amount of all Swingline Loans made by any Swingline Lender plus such Swingline Lender’s other Revolving Credit Exposure shall not exceed such Swingline Lender’s Revolving Commitment or (iv) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iiiA) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Loan Available Amount, Amount less (ivB) the aggregate BB Total Credit Exposure outstanding balance of all of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountTerm Loans, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the no Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.. No Swingline Lender shall have an obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate each Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory)
(b) Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Shares. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the commitments of the Swingline Lenders to make Swingline Loans are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans as required hereby.
(c) To request a Borrowing of Swingline LoanLoans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 12:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline LoanLoan Borrowing. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the Class and amount of the requested Swingline LoanLoan Borrowing. The Administrative Agent will promptly advise the each Swingline Lender of any such notice received from the Borrower. The Each Swingline Lender shall make each a Swingline Loan in an amount equal to its Swingline Share of the aggregate amount of the requested Class Borrowing available to the Borrower by means wire transfer of a credit immediately available funds by 2:00 p.m. Boston, Massachusetts time, to a general deposit the account at the discretion of the Borrower Administrative Agent most recently designated by it for such purpose by notice to the Lenders (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) ). The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent, or wire transferred to such other account or in such manner as may be designated by the Borrower in the applicable Borrowing, by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan.
(c) The Loans. Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the each Swingline Lender, such Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total ’s Revolving Credit Exposure exceeding such Lender's Xxxxxx’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 2.06 with respect to Loans made by such Revolving 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 each Swingline Lender its respective Swingline Share of 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 applicable Swingline Lender. Any amounts received by the a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted 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 each Swingline Lender, as their interests may appear, in each instance in accordance with SECTION Section 2.17(a); provided that any such payment so remitted shall be repaid to the each 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender severally agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00125,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Lenders exceeding the aggregate Revolving Commitments of the Revolving Lenders, (iii) the aggregate outstanding amount of all Swingline Loans made by any Swingline Lender plus such Swingline Lender’s other Revolving Credit Exposure shall not exceed such Swingline Lender’s Revolving Commitment or (iv) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iiiA) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Loan Available Amount, Amount less (ivB) the aggregate BB Total Credit Exposure outstanding balance of all of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountTerm Loans, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the no Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.. No Swingline Lender shall have an obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Admininstrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate each Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Adminsitrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory)
(b) Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Shares. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the commitments of the Swingline Lenders to make Swingline Loans are several and no Swingline Lender shall be responsible for any other Swingline Lender's failure to make Swingline Loans as required hereby.
(c) To request a Borrowing of Swingline LoanLoans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 12:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline LoanLoan Borrowing. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the Class and amount of the requested Swingline LoanLoan Borrowing. The Administrative Agent will promptly advise the each Swingline Lender of any such notice received from the Borrower. The Each Swingline Lender shall make each a Swingline Loan in an amount equal to its Swingline Share of the aggregate amount of the requested Class Borrowing available to the Borrower by means wire transfer of a credit immediately available funds by 2:00 p.m. Boston, Massachusetts time, to a general deposit the account at the discretion of the Borrower Administrative Agent most recently designated by it for such purpose by notice to the Lenders (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) ). The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent, or wire transferred to such other account or in such manner as may be designated by the Borrower in the applicable Borrowing, by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan.
(c) The Loans. Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the each Swingline Lender, such Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such 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 2.06 with respect to Loans made by such Revolving 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 each Swingline Lender its respective Swingline Share of 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 applicable Swingline Lender. Any amounts received by the a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted 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 each Swingline Lender, as their interests may appear, in each instance in accordance with SECTION Section 2.17(a); provided that any such payment so remitted shall be repaid to the each 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Swingline. (a) Subject The Swingline Bank shall from time to time from the Effective Date through the day prior to the terms and conditions set forth herein, the Swingline Lender agrees to Revolving Termination Date make (x) BB Swingline Loans to the Borrower from time to time during Borrowers in such amounts as the BB Availability PeriodBorrowers may request, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding PROVIDED that will not result in (i) after giving effect to such Swingline Loan, the Swingline Outstandings shall not exceed $20,000,000, (ii) after giving effect to such Swingline Loan, the aggregate principal amount of all outstanding Swingline Loans plus the Effective Amount of all Classes in L/C Obligations shall not exceed the aggregate exceeding $10,000,000.00combined Commitments, (ii) the Total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, and (iii) without the consent of all of the Banks, no Swingline Loan may be made during the continuation of any Default or Event of Default. The Borrowers may borrow, repay and reborrow under this Section. Unless notified to the contrary by the Swingline Bank, borrowings under the Swingline may be made in amounts which are integral multiples of $100,000 upon telephonic request by a Responsible Officer of a Borrower made to the Agent not later than 10:00 a.m., San Francisco time, on the Business Day of the requested Swingline Loan (which telephonic request shall be promptly confirmed in writing by telecopier). Promptly after receipt of such a request for a Swingline Loan, the Agent shall provide telephonic verification to the Swingline Bank that, after giving effect to such request, the aggregate BB Revolving Credit Exposure principal amount of all outstanding Loans plus the Revolving Lenders exceeding Effective Amount of all L/C Obligations shall not exceed the total Maximum BB Revolving Available Amountcombined Commitments (and such verification shall be promptly confirmed in writing by telecopier). Promptly thereafter the proceeds of such Swingline Loan shall then be made available to the applicable Borrower by the Swingline Lender by wire transfer in accordance with such Borrower's instructions. Unless the Swingline Bank otherwise agrees, (iv) the aggregate BB Total Credit Exposure each repayment of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no a Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that in an amount which is an integral multiple of $100,000. If a Borrower instructs the Swingline Lender Bank to debit its demand deposit account at the Swingline Bank in the amount of any payment with respect to Swingline Loan, or the Swingline Bank otherwise receives repayment, after 3:00 p.m., San Francisco time, on a Business Day, such payment shall not be required to make a deemed received on the next Business Day. The Swingline Bank shall promptly notify the Agent of the Swingline Loan of any Class to refinance an outstanding Swingline Loan of any Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline LoansOutstandings each time there is a change therein.
(b) To request Swingline Loans shall bear interest at a Swingline Loan, fluctuating rate per annum equal to the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, Base Rate. Intexxxx xxxxx xx xxxable quarterly on the day last Business Day of a proposed Swingline Loan. Each such notice shall be irrevocable each calendar quarter and shall specify in any event on the requested date (which shall be a Business Day) and the Class and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerRevolving Termination Date. The Swingline Lender Bank shall make each be responsible for submitting invoices to the Borrowers for such interest. The interest payable on Swingline Loan Loans shall be solely for the account of the requested Class available Swingline Bank unless and until the Banks fund their participations therein pursuant to the Borrower by means clause (d) of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loanthis Section.
(c) The Swingline Lender may Loans shall be payable on demand made by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts time, Swingline Bank and in any event on any Business Day require the Revolving Lenders Termination Date.
(d) Upon the making of a Swingline Loan, each Bank shall be deemed to acquire participations on such Business Day have purchased from the Swingline Bank a participation therein in all or a portion an amount equal to that Bank's Pro Rata Share TIMES the amount of the Swingline Loans Loan. Upon demand made by the Swingline Bank, each Bank shall, according to its Pro Rata Share, promptly provide to the Swingline Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof Bank to each Revolving Lender, specifying in such notice such Revolving Lender's Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay so provide its purchase price to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class pursuant to this paragraph is Bank shall be absolute and unconditional (except only demand made by the Swingline Bank) and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination Event of the Commitments of any Class, and Default; PROVIDED that each such payment no Bank shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required obligated to acquire a participation in a purchase its Pro Rata Share of
(i) Swingline Loan of any Class Loans to the extent same would result that Swingline Outstandings are in excess of $20,000,000 and (ii) any Swingline Loan made (absent the consent of all of the Banks) when the Swingline Bank has written notice that a Default or Event of Default has occurred and such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving CommitmentDefault or Event of Default remains continuing. Each Lender Bank that has provided to the Swingline Bank the purchase price due for its participation in Swingline Loans shall comply with its obligation under this paragraph by wire transfer thereupon acquire a pro rata participation, to the extent of immediately available fundssuch payment, in the same manner as provided claim of the Swingline Bank against the applicable Borrower for principal and interest and shall share, in Section 2.06 accordance with that pro rata participation, in any principal payment made by such Borrower with respect to such claim and in any interest payment made by such Borrower (but only with respect to periods subsequent to the date such Bank paid the Swingline Bank its purchase price) with respect to such claim.
(e) Upon any demand for payment of the Swingline Outstandings by the Swingline Bank (unless the applicable Borrower has made other arrangements acceptable to the Swingline Bank to repay in full all Swingline Outstandings), such Borrower shall request a Committed Loan in an amount sufficient to repay Swingline Outstandings. In each case, the Agent shall automatically provide the Committed Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay each Bank to the Swingline Lender Bank (which the amounts so received by it from the Revolving Lenders. The Administrative Agent Swingline Bank 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 then apply to the Swingline LenderOutstandings). Any amounts received In the event that the applicable Borrower fails to request a Committed Loan within the time specified by SECTION 2.3 on any such date, the Agent may, but shall not be required to, without notice to or the consent of such Borrower, cause Committed Loans to be made by the Banks under the Commitment in amounts which are sufficient to reduce the Swingline Lender from the Borrower (or other party on behalf of the Borrower) Outstandings as required above. The conditions precedent set forth in respect of a Swingline Loan after receipt ARTICLE V shall not apply to Committed Loans to be made by the Swingline Lender of Banks pursuant to the three preceding sentences. The proceeds of a sale of participations therein such Committed Loans 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 paid directly to the Swingline Lender, as their interests may appear, in each instance in accordance with SECTION 2.17(a); provided that any such payment so remitted shall be repaid Bank for application 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofOutstandings.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans in Dollars or in the Alternative Currency to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0025,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Lenders exceeding the aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iiiA) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Loan Available Amount, Amount less (ivB) the aggregate BB Total Credit Exposure outstanding balance of all of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountTerm Loans, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the no Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline LoansLoans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory).
(b) To request a Borrowing of Swingline LoanLoans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts 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 the Class 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 a Swingline Loan in an amount equal to the aggregate amount of the requested Class Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.such
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Swingline. (ai) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower U.S. Borrowers in Dollars from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in to exceed $10,000,000 (i) the aggregate principal amount of outstanding “Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, (ii) the Total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business DaysSublimit”); provided that (x) the Swingline Lender shall not be required to make a any Swingline Loan of any Class to refinance an outstanding Swingline Loan, (y) after giving effect to any Swingline Loan, the Global Exposure shall not exceed the Commitments then in effect and (z) after giving effect to any Swingline Loan, the Global Exposure shall not exceed the Global Line Cap then in effect. Each Swingline Loan shall be in a minimum principal amount of any Classnot less than $100,000 or, if greater, a whole multiple of $100,000 (or such other amount as may be agreed by the Swingline Lender). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed during the Borrower may borrow, prepay and reborrow Swingline Loans.
(b) Availability Period. To request a Swingline Loan, the Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent Agent) of such request by telephone (confirmed by via electronic communication or telecopy), not later than 2:00 p.m., Boston, Massachusetts time, 1:00 p.m. on the day of a proposed Borrowing of a Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the Class 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 of the requested Class available to the applicable Borrower by means of a credit to a general deposit account at on the discretion same Business Day in accordance with the instructions of the Borrower (orincluding, in the case of a Swingline Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.05(e2.04(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date applicable Letter of such Swingline LoanCredit Issuer).
(cii) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts time, 12:00 p.m. on any Business Day require the Revolving Lenders to acquire participations on such the second Business Day following receipt of such notice in all or a portion of the Swingline Loans of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage ’s ratable share of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after upon 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 ’s ratable share of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. 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 2.07 with respect to Loans made by such Revolving Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving LendersLenders pursuant to this Section 2.03(b)), and the Administrative Agent shall promptly pay 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 participation in any Swingline Loan acquired pursuant to this paragraphSection 2.03(b), 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 Person on behalf of the Borrower) in respect of a any Swingline Loan after receipt by the Swingline Lender of the proceeds of a any sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; 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 Section 2.03(b) and to the Swingline Lender, as their interests may appear, in each instance in accordance with SECTION 2.17(a); provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicablethe case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase by the Revolving Lenders of participations in a any Swingline Loan pursuant to this paragraph Section 2.03(b) shall not relieve the Borrower of any default in the payment thereof.
(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 2.03 by the time specified in this Section 2.03(b), 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 greater of the Federal Funds 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 Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv) The Swingline Lender may resign as Swingline Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender (provided that no consent of the replaced Swingline Lender will be required if the replaced Swingline Lender has no Swingline Loans outstanding) 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 or resignation shall become effective, the applicable Borrowers shall prepay any outstanding Swingline Loans made by the resigning or removed Swingline Lender. From and after the effective date of any such replacement or resignation, (x) any successor Swingline Lender shall have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) 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.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans in Dollars or in the Alternative Currency to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0025,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Lenders exceeding the aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iiiA) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Loan Available Amount, Amount less (ivB) the aggregate BB Total Credit Exposure outstanding balance of all of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountTerm Loans, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the no Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline LoansLoans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory).
(b) To request a Borrowing of Swingline LoanLoans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts 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 the Class 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 a Swingline Loan in an amount equal to the aggregate amount of the requested Class Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total ’s Revolving Credit Exposure exceeding such Lender's Xxxxxx’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 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0025,000,000.00, or (ii) the Total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, lesser of (vA) theTotal Commitment and (B) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountAvailability, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline LoansLoans during the Availability Period.
(b) To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopytelecopy of a written Borrowing Request signed by Lead Borrower), not later than 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust IV, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0025,000,000.00, (ii) the Total Revolving aggregate Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitmenttotal Commitments of the Lenders, or (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.Section
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, 50,000,000.00 or (ii) the Total sum of the total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a the general deposit account at the discretion 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Education Realty Operating Partnership L P)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0050,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Lenders exceeding the aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iiia) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Loan Available Amount, Amount less (ivb) the aggregate BB Total Credit Exposure outstanding balance of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountTerm Loan, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such 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 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, 15,000,000.00 or (ii) the Total sum of the total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a the general deposit account at the discretion 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00125,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Lenders exceeding the aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iiia) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Loan Available Amount, Amount less (ivb) the aggregate BB Total Credit Exposure outstanding balance of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountTerm Loan, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such 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 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, 60,000,000.00 or (ii) the Total sum of the total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a the general deposit account at the discretion 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Education Realty Operating Partnership L P)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0025,000,000.00, or (ii) the Total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, lesser of (vA) theTotal Commitment and (B) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountAvailability, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline LoansLoans during the Availability Period.
(b) To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopytelecopy of a written Borrowing Request signed by Lead Borrower), not later than 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 ’s Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's ’s Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving ’s Credit Exposure exceeding such Lender's Revolving ’s Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust II, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans in Dollars or in the Alternative Currency to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0025,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total aggregate Revolving CommitmentCommitments of the Revolving Lenders, or (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the no Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline LoansLoans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Xxxxxx’s pro rata portion of the Swingline Loan being deemed satisfactory).
(b) To request a Borrowing of Swingline LoanLoans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts 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 the Class 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 a Swingline Loan in an amount equal to the aggregate amount of the requested Class Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such LenderXxxxxx'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 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender Bank agrees to make (x) BB Swingline Loans to the Borrower in dollars from time to time on any Domestic Business Day during the BB Availability Period, period commencing at the beginning of the Revolving Credit Period and (y) WC Swingline Loans to ending on the Borrower from time to time during tenth Domestic Business Day preceding the WC Availability Period, in each case, last day of the Revolving Credit Period in an aggregate outstanding principal amount at any time outstanding that will not result in (i) the Swingline Exposure exceeding the Swingline Commitment or the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, (ii) the Total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available AmountCommitments, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender Bank shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, the Swingline Bank shall not be required to make a Swingline Loan if (i) any Bank shall be in default of its obligations under this Agreement or (ii) any Class to refinance an outstanding Bank shall have notified the Swingline Loan of any Class. Within Bank and the foregoing limits and subject Borrower in writing at least one Domestic Business Day prior to the terms and date of Borrowing with respect to such Swingline Loan, that the conditions set forth hereinin Section 3.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan. Each Swingline Loan shall be due and payable on the maturity thereof, provided that in no event shall such maturity be later than the Borrower may borrow, prepay and reborrow Swingline Loansfifth Domestic Business Day preceding the Revolving Credit Period Expiration Date.
(b) To request a Swingline Loan, the The Borrower shall notify give the Swingline Bank and the Administrative Agent notice (a “Notice of such request Swingline Borrowing”), signed by telephone (confirmed by telecopy)a Responsible Officer, not later than 2:00 p.m., Boston, Massachusetts 3:00 P.M. (New York City time, ) on the day date of a proposed each Swingline Loan. Each , specifying:
(i) the date of such notice shall be irrevocable and shall specify the requested date (Swingline Loan, which shall be a Domestic Business Day, and
(ii) and the Class and aggregate 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan.
(c) The Swingline Lender Bank 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(b)) who, thereupon, will promptly make such amount available to the Borrower in like funds as provided therein. Each Swingline Loan shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000.
(d) The Swingline Bank may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts time, a.m. on any Domestic Business Day notify the Administrative Agent that the Swingline Bank is requesting that each Bank, and the Administrative Agent may (with the consent of Required Banks) or shall (at the request of Required Banks) by written notice given to the Swingline Bank not later than 10:00 a.m. on any Domestic Business Day require that each Bank, at the Revolving Lenders to acquire participations on such Business Day in all or a portion option of the Swingline Loans of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan Bank or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for as the account case may be, (i) make a Loan in an amount equal to its Lender Percentage of the outstanding principal balance of, and accrued and unpaid interest on, the Swingline LenderLoans, or (ii) purchase, unconditionally and irrevocably, without recourse or warranty, an undivided participating interest in the outstanding principal balance of, and accrued and unpaid interest on, the Swingline Loans in an amount equal to its Lender Percentage thereof. In either such Revolving Lender's Applicable Revolving Percentage case (i) the Administrative Agent shall notify each Bank of the details thereof and of the amount of such Swingline Bank’s Loan or Loans. Each Revolving Lender acknowledges participation interest, as the case may be, and agrees that its obligation (ii) each Bank shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be accurate, any condition to acquire participations in Swingline Loans the making of any Class pursuant to this paragraph is absolute and unconditional and loan hereunder shall not be affected by have been fulfilled, or any circumstance other matter whatsoever, including make the occurrence and continuance of a Default or reduction or termination of the Commitments of any Class, and that each such payment shall Loan required to be made without any offsetby it, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be purchase the participation required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation be purchased by it, under this paragraph by wire transfer of immediately available fundsfunds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Banks, (A) in the event that such Bank receives such notice prior to 12:00 noon on any Domestic Business Day, by no later than 3:00 p.m. on such Domestic Business Day, or (B) in the event that such Bank receives such notice at or after 12:00 noon on any Domestic Business Day, by no later than 1:00 p.m. on the immediately succeeding Domestic Business Day. Any loans made pursuant to this paragraph (d) shall, for all purposes hereof, be deemed to be Loans referred to in Section 2.1 and made pursuant to Section 2.4, and the Banks’ 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 Bank by promptly crediting or otherwise transferring the amounts so received, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandislike funds, to the payment Swingline Bank. Each Bank shall also be liable for an amount equal to the product of its Lender Percentage and any amounts paid by the Borrower pursuant to this Section 2.16 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Borrower with any of its obligations under the Loan Documents.
(e) Each Bank shall indemnify and hold harmless the Administrative Agent and the Swingline Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses resulting from any failure on the part of such Bank to pay, or from any delay in paying the Administrative Agent any amount such Bank is required to pay in accordance with this Section 2.16 (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Swingline Bank, as the case may be, resulting from the gross negligence or willful misconduct of the Revolving LendersAdministrative Agent or the Swingline Bank, as the case may be), and such Bank shall be required to pay interest to the Administrative Agent shall promptly pay to for the account of the Swingline Lender the amounts so received by it Bank from the Revolving Lendersdate such amount was due until paid in full, on the unpaid portion thereof, at a rate of interest per annum equal to (i) from the date such amount was due until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, payable upon demand by the Swingline Bank. The Administrative Agent shall notify distribute such interest payments to the Borrower Swingline Bank upon receipt thereof in like funds as received.
(f) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Bank, for any participations payment in any connection with Swingline Loan acquired Loans and such payment relates to an amount previously paid by a Bank pursuant to this paragraphSection, 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 will 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, in each instance in accordance with SECTION 2.17(a); provided that any pay over 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofBank.
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Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans in Dollars or in the Alternative Currency to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.0025,000,000.00, (ii) the Total aggregate Revolving Credit Exposure of the Lenders exceeding the aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iiiA) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Loan Available Amount, Amount less (ivB) the aggregate BB Total Credit Exposure outstanding balance of all of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available AmountTerm Loans, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the no Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline LoansLoans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory).
(b) To request a Borrowing of Swingline LoanLoans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts 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 the Class 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 a Swingline Loan in an amount equal to the aggregate amount of the requested Class Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of 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 Issuing Bank) by 4:00 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class 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 Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's ’s Revolving Loan Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total ’s Revolving Credit Exposure exceeding such Lender's ’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 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
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Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $10,000,000.00, 10,000,000.00 or (ii) the Total sum of the total Revolving Credit Exposure of the Revolving Lenders exceeding the Total Revolving Commitment, (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders Exposures exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline Loan of any ClassLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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 2:00 p.m., Boston, Massachusetts 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 the Class 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 of the requested Class available to the Borrower by means of a credit to a the general deposit account at the discretion 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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 of any ClassCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving 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 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, in each instance in accordance with SECTION Section 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
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