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Common use of The Revolving Advances Clause in Contracts

The Revolving Advances. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Closing Date until the Revolver Termination Date, in an amount for each such Advance not to exceed such Bank's Unused Commitment on such Business Day less such Bank's Commitment Percentage on such Business Day of the sum of the Swing Line Advances then outstanding and the then existing Letter of Credit Liability; provided, however, that such Bank shall not be obligated to make such Revolving Advance if, after giving effect to such Revolving Advance and the other Revolving Advances to be made by the other Banks as part of the same Borrowing, the then outstanding aggregate principal amount of all Revolving Advances and Swing Line Advances plus the then existing Letter of Credit Liability shall exceed the aggregate Commitments of the Banks. Each Revolving Borrowing shall be in an aggregate amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Advances made on the same day by the Banks ratably according to their respective Commitments. Within the limits of each Bank's Unused Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.08(a) and reborrow under this Section 2.01(a). (b) The Borrower may request the Swing Line Bank to make, and the Swing Line Bank shall make, on the terms and conditions hereinafter set forth, Swing Line Advances to the Borrower from time to time on any Business Day during the period from the date hereof until the Revolver Termination Date in an aggregate amount not to exceed at any time outstanding $10,000,000 (the "Swing Line Facility"). No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount as may be agreed by the Borrower and the Swing Line Bank and shall bear interest as may be agreed between the Borrower and the Swing Line Bank, provided that in no event shall any Swing Line Advance bear interest at a rate lower than the interest rate applicable to the Revolving Advances. Within the limits of the Swing Line Facility, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.08(a) and reborrow under this Section 2.01(b). (c) Each Revolving Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of Eurodollar Rate Advances, and (ii) on the date of the proposed Borrowing, in the case of Base Rate Advances, by the Borrower to the Agent, which shall give each Bank prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telecopier, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested Type of Advances comprising such Borrowing, (iii) the requested aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested initial Interest Period for each such Advance. Each Bank shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 9.02, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Anything in this subsection (b) above to the contrary notwithstanding, (A) the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the obligation of the Banks to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 and (B) no more than ten Revolving Borrowings may be outstanding at any one time. (d) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing or telecopier, specifying therein the requested (i) date of such Borrowing and (ii) amount of such Borrowing. Each Swing Line Borrowing shall be due and payable on the earlier of the date of demand by the Swing Line Bank in respect of such Swing Line Borrowing and the Revolver Termination Date. Each such Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. Upon fulfillment of the applicable conditions set forth in Article IV, the Swing Line Bank will make the amount thereof available in accordance with the instructions of the Borrower, in same day funds. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other Bank shall purchase from the Swing Line Bank and the Swing Line Bank shall sell and assign to each such other Bank, such other Bank's Commitment Percentage of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Bank. The Borrower hereby agrees to each such sale and assignment. Each Bank agrees to purchase its Commitment Percentage of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Bank of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Bank that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it and such assignment is free and clear of any claim or adverse interest of any kind, but makes no other representation or warranty and assumes no responsibility with respect to the Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Agent, such Bank agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Bank shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Bank on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (e) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Bank against any loss (including loss of anticipated profits), cost or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing

Appears in 1 contract

Samples: Revolving Credit Agreement (Phycor Inc /Tn/)

The Revolving Advances. (a) Each Bank Lender severally agrees, ---------------------- on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolver Commitment Termination Date, Date in an aggregate amount for each such Advance (determined in Dollars) not to exceed at any time outstanding the Dollar amount set forth opposite such BankLender's Unused Commitment name on the signature pages hereof or, if such Business Day less Lender has entered into any Assignment and Acceptance, set forth for such BankLender in the Register maintained by the Administrative Agent pursuant to Section 8.07(g), as such amount may be reduced pursuant to Section 2.04 (such Lender's Commitment Percentage on such Business Day "Commitment"), provided that the aggregate amount of the sum Commitments of the Swing Line ----------- -------- Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then outstanding and the then existing Letter of Credit Liability; provided, however, that such Bank shall not be obligated to make such Revolving Advance if, after giving effect to such Revolving Advance and the other Revolving Advances to be made by the other Banks as part deemed use of the same Borrowing, the then outstanding aggregate principal amount of all Revolving Advances and Swing Line Advances plus the then existing Letter Commitments shall be allocated among the Lenders ratably according to their respective Commitments (such deemed use of Credit Liability shall exceed the aggregate Commitments amount of the BanksCommitments being a "Competitive Bid Reduction"). Each ------------------------- Revolving Borrowing shall be in an aggregate amount of $2,000,000 5,000,000 (or the equivalent thereof in any Alternative Currency) or an integral multiple of $1,000,000 (or the equivalent thereof in any Alternative Currency) in excess thereofthereof (or, if less, an aggregate amount equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by the Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Borrowing) and shall consist of Revolving Advances of the same Type made on the same day by the Banks Lenders ratably according to their respective Commitments. Notwithstanding anything herein to the contrary, no Revolving Borrowing may be made in an Alternative Currency if, after giving effect to the making of such Revolving Borrowing, the aggregate amount of outstanding Revolving Advances denominated in one or more Alternative Currencies would exceed the Dollar equivalent of $20,000,000. Within the limits of each BankLender's Unused Commitment in effect from time to timeCommitment, the Borrower may borrow under this Section 2.01(a)2.01, prepay pursuant to Section 2.08(a2.09(b) and reborrow under this Section 2.01(a).2.01. For purposes of this Section 2.01 (ba)(ii) The Borrower may request and all other provisions of this Article II, the Swing Line Bank to make, and equivalent in Dollars of any Alternative Currency or the Swing Line Bank shall make, on the terms and conditions hereinafter set forth, Swing Line Advances to the Borrower from time to time on equivalent in any Business Day during the period from the date hereof until the Revolver Termination Date in an aggregate amount not to exceed at any time outstanding $10,000,000 (the "Swing Line Facility"). No Swing Line Advance shall be used for the purpose Alternative Currency of funding the payment of principal Dollars or of any other Swing Line Advance. Each Swing Line Borrowing Alternative Currency shall be in an amount as may be agreed by the Borrower and the Swing Line Bank and shall bear interest as may be agreed between the Borrower and the Swing Line Bank, provided that in no event shall any Swing Line Advance bear interest at a rate lower than the interest rate applicable to the Revolving Advances. Within the limits of the Swing Line Facility, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.08(a) and reborrow under this Section 2.01(b). (c) Each Revolving Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of Eurodollar Rate Advances, and (ii) on the date of the proposed Borrowing, in the case of Base Rate Advances, by the Borrower to the Agent, which shall give each Bank prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telecopier, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested Type of Advances comprising such Borrowing, (iii) the requested aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested initial Interest Period for each such Advance. Each Bank shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 9.02, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Anything in this subsection (b) above to the contrary notwithstanding, (A) the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the obligation of the Banks to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 and (B) no more than ten Revolving Borrowings may be outstanding at any one time. (d) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing or telecopier, specifying therein the requested (i) date of such Borrowing and (ii) amount of such Borrowing. Each Swing Line Borrowing shall be due and payable on the earlier of the date of demand by the Swing Line Bank in respect of such Swing Line Borrowing and the Revolver Termination Date. Each such Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. Upon fulfillment of the applicable conditions set forth in Article IV, the Swing Line Bank will make the amount thereof available determined in accordance with the instructions of the Borrower, in same day funds. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other Bank shall purchase from the Swing Line Bank and the Swing Line Bank shall sell and assign to each such other Bank, such other Bank's Commitment Percentage of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Bank. The Borrower hereby agrees to each such sale and assignment. Each Bank agrees to purchase its Commitment Percentage of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Bank of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Bank that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it and such assignment is free and clear of any claim or adverse interest of any kind, but makes no other representation or warranty and assumes no responsibility with respect to the Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Agent, such Bank agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Bank shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Bank on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business DaySection 2.18. (e) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Bank against any loss (including loss of anticipated profits), cost or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing

Appears in 1 contract

Samples: 364 Day Credit Agreement (Cytec Industries Inc/De/)

The Revolving Advances. (a) Each Bank Lender severally agrees, ---------------------- on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolver Commitment Termination Date, Date in an aggregate amount for each such Advance (determined in Dollars) not to exceed at any time outstanding the Dollar amount set forth opposite such BankLender's Unused Commitment name on the signature pages hereof or, if such Business Day less Lender has entered into any Assignment and Acceptance, set forth for such BankLender in the Register maintained by the Administrative Agent pursuant to Section 8.07(g), as such amount may be reduced pursuant to Section 2.04 (such Lender's Commitment Percentage on such Business Day "Commitment"), provided that the ---------- -------- aggregate amount of the sum Commitments of the Swing Line Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then outstanding and the then existing Letter of Credit Liability; provided, however, that such Bank shall not be obligated to make such Revolving Advance if, after giving effect to such Revolving Advance and the other Revolving Advances to be made by the other Banks as part deemed use of the same Borrowing, the then outstanding aggregate principal amount of all Revolving Advances and Swing Line Advances plus the then existing Letter Commitments shall be allocated among the Lenders ratably according to their respective Commitments (such deemed use of Credit Liability shall exceed the aggregate Commitments amount of the BanksCommitments being a "Competitive Bid Reduction"). Each Revolving Borrowing shall ------------------------- be in an aggregate amount of $2,000,000 5,000,000 (or the equivalent thereof in any Alternative Currency) or an integral multiple of $1,000,000 (or the equivalent thereof in any Alternative Currency) in excess thereofthereof (or, if less, an aggregate amount equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by the Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Borrowing) and shall consist of Revolving Advances of the same Type made on the same day by the Banks Lenders ratably according to their respective Commitments. Notwithstanding anything herein to the contrary, no Revolving Borrowing may be made in an Alternative Currency if, after giving effect to the making of such Revolving Borrowing, the aggregate amount of outstanding Revolving Advances denominated in one or more Alternative Currencies would exceed the Dollar equivalent of $20,000,000. Within the limits of each BankLender's Unused Commitment in effect from time to timeCommitment, the Borrower may borrow under this Section 2.01(a)2.01, prepay pursuant to Section 2.08(a2.09(b) and reborrow under this Section 2.01(a). (b2.01. For purposes of this Section 2.01(a)(ii) The Borrower may request and all other provisions of this Article II, the Swing Line Bank to make, and equivalent in Dollars of any Alternative Currency or the Swing Line Bank shall make, on the terms and conditions hereinafter set forth, Swing Line Advances to the Borrower from time to time on equivalent in any Business Day during the period from the date hereof until the Revolver Termination Date in an aggregate amount not to exceed at any time outstanding $10,000,000 (the "Swing Line Facility"). No Swing Line Advance shall be used for the purpose Alternative Currency of funding the payment of principal Dollars or of any other Swing Line Advance. Each Swing Line Borrowing Alternative Currency shall be in an amount as may be agreed by the Borrower and the Swing Line Bank and shall bear interest as may be agreed between the Borrower and the Swing Line Bank, provided that in no event shall any Swing Line Advance bear interest at a rate lower than the interest rate applicable to the Revolving Advances. Within the limits of the Swing Line Facility, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.08(a) and reborrow under this Section 2.01(b). (c) Each Revolving Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of Eurodollar Rate Advances, and (ii) on the date of the proposed Borrowing, in the case of Base Rate Advances, by the Borrower to the Agent, which shall give each Bank prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telecopier, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested Type of Advances comprising such Borrowing, (iii) the requested aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested initial Interest Period for each such Advance. Each Bank shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 9.02, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Anything in this subsection (b) above to the contrary notwithstanding, (A) the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the obligation of the Banks to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 and (B) no more than ten Revolving Borrowings may be outstanding at any one time. (d) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing or telecopier, specifying therein the requested (i) date of such Borrowing and (ii) amount of such Borrowing. Each Swing Line Borrowing shall be due and payable on the earlier of the date of demand by the Swing Line Bank in respect of such Swing Line Borrowing and the Revolver Termination Date. Each such Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. Upon fulfillment of the applicable conditions set forth in Article IV, the Swing Line Bank will make the amount thereof available determined in accordance with the instructions of the Borrower, in same day funds. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other Bank shall purchase from the Swing Line Bank and the Swing Line Bank shall sell and assign to each such other Bank, such other Bank's Commitment Percentage of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Bank. The Borrower hereby agrees to each such sale and assignment. Each Bank agrees to purchase its Commitment Percentage of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Bank of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Bank that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it and such assignment is free and clear of any claim or adverse interest of any kind, but makes no other representation or warranty and assumes no responsibility with respect to the Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Agent, such Bank agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Bank shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Bank on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business DaySection 2.18. (e) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Bank against any loss (including loss of anticipated profits), cost or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing

Appears in 1 contract

Samples: Credit Agreement (Cytec Industries Inc/De/)

The Revolving Advances. (a) Each Bank Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolver Termination Date, in an amount for each such Advance not to exceed such Bank's Unused Commitment on such Business Day less such Bank's Commitment Percentage on such Business Day of the sum of the Swing Line Advances then outstanding and the then existing Letter of Credit Liability; provided, however, that such Bank shall not be obligated to make such Revolving Advance if, after giving effect to such Revolving Advance and the other Revolving Advances to be made by the other Banks as part of the same Borrowing, the then outstanding aggregate principal amount of all Revolving Advances and Swing Line Advances plus the then existing Letter of Credit Liability shall exceed the aggregate Commitments of the Banks. Each Revolving Borrowing shall be in an aggregate amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Advances made on the same day by the Banks ratably according to their respective Commitments. Within the limits of each Bank's Unused Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.08(a) and reborrow under this Section 2.01(a). (b) The Borrower may request the Swing Line Bank to make, and the Swing Line Bank shall make, on the terms and conditions hereinafter set forth, Swing Line Advances to the Borrower from time to time on any Business Day during the period from the date hereof until the Revolver Termination Date in an aggregate amount not to exceed at any time outstanding $10,000,000 the Dollar amount set forth opposite such Lender's name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(g), as such amount may be reduced pursuant to Section 2.04 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their respective Commitments (such deemed use of the aggregate amount of the Commitments being a "Swing Line FacilityCompetitive Bid Reduction"). No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Revolving Borrowing shall be in an aggregate amount as may be agreed of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by the Swing Line Bank Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Borrowing) and shall bear interest as may be agreed between consist of Revolving Advances of the Borrower and same Type made on the Swing Line Bank, provided that in no event shall any Swing Line Advance bear interest at a rate lower than same day by the interest rate applicable Lenders ratably according to the Revolving Advancestheir respective Commitments. Within the limits of the Swing Line Facilityeach Lender's Commitment, the Borrower may borrow under this Section 2.01(b)2.01, prepay pursuant to Section 2.08(aSectionE2.09(b) and reborrow under this Section 2.01(b). (c) Each Revolving Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of Eurodollar Rate Advances, and (ii) on the date of the proposed Borrowing, in the case of Base Rate Advances, by the Borrower to the Agent, which shall give each Bank prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telecopier, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested Type of Advances comprising such Borrowing, (iii) the requested aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested initial Interest Period for each such Advance. Each Bank shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 9.02, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Anything in this subsection (b) above to the contrary notwithstanding, (A) the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the obligation of the Banks to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 and (B) no more than ten Revolving Borrowings may be outstanding at any one time. (d) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing or telecopier, specifying therein the requested (i) date of such Borrowing and (ii) amount of such Borrowing. Each Swing Line Borrowing shall be due and payable on the earlier of the date of demand by the Swing Line Bank in respect of such Swing Line Borrowing and the Revolver Termination Date. Each such Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. Upon fulfillment of the applicable conditions set forth in Article IV, the Swing Line Bank will make the amount thereof available in accordance with the instructions of the Borrower, in same day funds. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other Bank shall purchase from the Swing Line Bank and the Swing Line Bank shall sell and assign to each such other Bank, such other Bank's Commitment Percentage of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Bank. The Borrower hereby agrees to each such sale and assignment. Each Bank agrees to purchase its Commitment Percentage of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Bank of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Bank that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it and such assignment is free and clear of any claim or adverse interest of any kind, but makes no other representation or warranty and assumes no responsibility with respect to the Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Agent, such Bank agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Bank shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Bank on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. (e) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Bank against any loss (including loss of anticipated profits), cost or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing2.01

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Samples: Credit Agreement (Cytec Industries Inc/De/)