The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 7 contracts
Samples: Credit Agreement (Nielsen Holdings PLC), Fourth Amended (Nielsen Holdings N.V.), Fourth Amended and Restated Credit Agreement (Nielsen CO B.V.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Revolving Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Aggregate Revolving Credit Commitment Commitments, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than the relevant Swing Line Revolving Lender), plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Commitment, and provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each The Borrower will have the option to choose whether the Swing Line Loan denominated in Dollars shall be is a (1) Base Rate Loan and each Swing Line Loan denominated in Euro shall be Loan, or a Eurocurrency (2) Daily Floating Eurodollar Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 6 contracts
Samples: Credit Agreement (Equitrans Midstream Corp), Credit Agreement (EQM Midstream Partners, LP), Credit Agreement (EQT Midstream Partners, LP)
The Swing Line. (i) Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the latest Maturity Date for the applicable to any Revolving Credit Facility as of the date the Swing Line Loan is drawn, in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, (i) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect, and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided provided, further that no that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroDollars. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 6 contracts
Samples: And Restatement Agreement, Credit Agreement (Sabre Corp), Credit Agreement (Sabre Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibankthe Swing Line Lender, N.A. in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its capacity as Swing Line Lender agrees to sole discretion, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided provided, that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a2.17(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 6 contracts
Samples: Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Radio Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars to TFA, from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period applicable to such Swing Line Lender in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations Money Market Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Tranche A Revolving Credit CommitmentLoans made to TFA, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender with a Swing Line Commitment then in effect; provided further Australian Dollars and without duplication, such Lender’s Swing Line Loans made to TFA shall not exceed such Lender’s Commitment Cap and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 5 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Assignment and Assumption (Toyota Motor Credit Corp), Five Year Credit Agreement (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, CitibankBank of America, N.A. in its capacity as Swing Line Lender agrees Lender, may in its sole discretion, agree to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day (other than during the period beginning on the Closing Date) Date and until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Commitments have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.
Appears in 5 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) under either the Dollar Tranche or the Multicurrency Tranche to the Borrowers (on a joint and several basis) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of outstanding the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansLoans under such Tranche, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations under such Tranche of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentCommitment under such Tranche; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Facility and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Revolving Credit Lender (other than under the relevant Swing Line Lender)applicable Tranche, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche at such time shall not exceed such Revolving Credit Lender’s Tranche A Revolving Credit Commitment then in effectunder such Tranche; provided further provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line LoanLoan under any Tranche, each Tranche A Revolving Credit Lender under such Tranche shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share times of such Tranche multiplied by the amount of such Swing Line Loan.
Appears in 5 contracts
Samples: Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) under either the Dollar Tranche or the Multicurrency Tranche to the Borrowers (on a joint and several basis) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of outstanding the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansLoans under such Tranche, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations under such Tranche of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentCommitment under such Tranche; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Facility and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Revolving Credit Lender (other than under the relevant Swing Line Lender)applicable Tranche, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche at such time shall not exceed such Revolving Credit Lender’s Tranche A Revolving Credit Commitment then in effectunder such Tranche; provided further provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line LoanLoan under any Tranche, each Tranche A Revolving Credit Lender under such Tranche shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount in Dollars equal to the product of such Revolving Credit Lender’s Pro Rata Share times of such Tranche multiplied by the amount of such Swing Line Loan.
Appears in 5 contracts
Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC), Credit Agreement (Ortho Clinical Diagnostics Holdings PLC), Fourth Amendment (Ortho Clinical Diagnostics Holdings PLC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibankthe Swing Line Lender, N.A. in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its capacity as Swing Line Lender agrees to sole discretion, make loans in Dollars to either U.S. Borrower or the Dutch Borrower Borrowers (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided provided, that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a2.17(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 4 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Security Agreement (OUTFRONT Media Inc.), Credit Agreement (Outfront Media Minnesota LLC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower and ABN AMRO Bank N.V. in its capacity as Swing Line Lender agrees to make loans in Euro to either U.S. Borrower or the Dutch Borrower so long as such Borrower has an account at such Swing Line Lender (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 3 contracts
Samples: Credit Agreement (Nielsen Holdings B.V.), Credit Agreement (Nielsen Holdings B.V.), Credit Agreement (Global Media USA, LLC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees may in reliance upon the agreements of the other Lenders set forth in this Section 2.04, (x) pursuant to the Multicurrency Revolving Credit Facility, make loans in Dollars Dollars, Sterling or Euros to either U.S. the US Borrower or to the Dutch European Borrower (each such loan, a “Multicurrency RCF Swing Line Loan”) from time to time or (y) pursuant to the US Dollar Revolving Credit Facility, make loans in Dollars to the US Borrower (each such loan, a “US Dollar RCF Swing Line Loan”) from time to time, on any Business Day (other than on or after the Closing Date) until Acquisition Funding Date and during the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that (x) such Multicurrency RCF Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Multicurrency RCF Loans and Multicurrency RCF L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Multicurrency RCF Commitment and (y) such US Dollar RCF Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of US Dollar RCF Loans and US Dollar RCF L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Tranche A Revolving Credit US Dollar RCF Commitment; provided provided, however, that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Multicurrency RCF Outstandings shall not exceed the aggregate Tranche A Multicurrency Revolving Credit Commitment and Facility at such time, (ii) the Total US Dollar RCF Outstandings shall not exceed the US Dollar Revolving Credit Facility at such time, (iii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Multicurrency RCF Loans of any Multicurrency RCF Lender (other than the relevant Swing Line Lender)at such time, plus such Multicurrency RCF Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Multicurrency RCF L/C ObligationsObligations at such time, plus such Multicurrency RCF Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Multicurrency RCF Swing Line Loans at such time shall not exceed such Lender’s Tranche A Revolving Credit Multicurrency RCF Commitment then in effectand (iv) the aggregate Outstanding Amount of the US Dollar RCF Loans of any US Dollar RCF Lender at such time, plus such US Dollar RCF Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF L/C Obligations at such time, plus such US Dollar RCF Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF Swing Line Loans at such time shall not exceed such Lender’s US Dollar RCF Commitment; provided further and provided, further, that no neither Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. the US Borrower and the Dutch European Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars (other than an Alternative Currency Swing Line Loan) to the US Borrower shall be bear interest only at a rate based on the Base Rate Loan Rate, and each Alternative Currency Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated bear interest as provided in Dollars or EuroSection 2.08. Immediately upon the making of a (i) Multicurrency RCF Swing Line Loan, each Tranche A Revolving Credit Multicurrency RCF Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Multicurrency RCF Swing Line Loan in an amount equal to the product of such Multicurrency RCF Lender’s Pro Rata Share Applicable Percentage times the amount of such Multicurrency RCF Swing Line Loan and (ii) US Dollar RCF Swing Line Loan, each US Dollar RCF Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such US Dollar RCF Swing Line Loan in an amount equal to the product of such US Dollar RCF Lender’s Applicable Percentage times the amount of such US Dollar RCF Swing Line Loan.
Appears in 3 contracts
Samples: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that (i) after giving effect to any Swing Line Loan, (ix) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Aggregate Commitments, and (iiy) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment Commitment, and (ii) the Swing Line Lender shall not be under any obligation to make any such Swing Line Loan if any Lender is at such time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or that Swing Line Loan and all other Swing Line Loans then outstanding as to which the Swing Line Lender has actual or potential Fronting Exposure, as it may elect in effectits sole discretion; provided further and provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.042.03, prepay under Section 2.052.04, and reborrow under this Section 2.042.03. Each Swing Line Loan denominated shall bear interest in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euroaccordance with Section 2.07(a)(iii). Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 3 contracts
Samples: Credit Agreement (Hunt J B Transport Services Inc), Credit Agreement (Hunt J B Transport Services Inc), Credit Agreement (Hunt J B Transport Services Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this §2.10, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than from the Closing Date) Date until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansLoans of the Revolving Credit Lender acting as the Swing Line Lender, when aggregated with the Pro Rata Share such Lender’s Commitment Percentage of the Outstanding Amount outstanding amount of Tranche A Revolving Credit Loans and L/C Obligations plus such Lender’s Commitment Percentage of the Lender acting as Swing Line Lendersum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (ia)(i) prior to the earlier of (x) the second anniversary of the Closing Date or (y) the date that the Borrower prepays (in whole or in part) any outstanding Interpool Convertible Subordinated Debt, the sum of the outstanding amount of the Revolving Credit Exposure Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans (after giving effect to all amounts requested) shall not at any time exceed the aggregate Tranche A Revolving Credit lesser of (A) the Total Commitment at such time and (B) the Borrowing Base at such time or (ii) at all other times, the sum of the outstanding amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans (after giving effect to all amounts requested) plus the outstanding principal amount of the Term Loan shall not at any time exceed the lesser of (A) the Total Commitment at such time plus the outstanding principal amount of the Term Loan at such time and (B) the Borrowing Base at such time and (b) the aggregate Outstanding Amount outstanding amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Commitment Percentage of the Outstanding outstanding amount of the Maximum Drawing Amount of and all L/C Unpaid Reimbursement Obligations, plus such Lender’s Pro Rata Share Commitment Percentage of the Outstanding Amount outstanding amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Commitment, and provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04§2.10, prepay under Section 2.05§3.3, and reborrow under this Section 2.04§2.10. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Commitment Percentage times the amount of such Swing Line Loan. The Borrower hereby promises to repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Swing Line Loan is made and (ii) the Maturity Date.
Appears in 3 contracts
Samples: Assignment and Assumption (CAI International, Inc.), Assignment and Assumption (CAI International, Inc.), Assignment and Assumption (CAI International, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Working Capital RC Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Working Capital RC Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Working Capital RC Commitment; provided that, that (i) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Working Capital RC Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Working Capital RC Commitment then in effecteffect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Working Capital RC Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that no that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroDollars. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Working Capital RC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 3 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Cheeseburger-Ohio, Limited Partnership), Credit Agreement (Osi Restaurant Partners, LLC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Dollar Revolving Credit Facility Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Dollar Revolving Credit Loans and Dollar L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Dollar Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Dollar Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all Dollar L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Dollar Revolving Credit Commitment then in effect; provided further that no that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroDollars. Immediately upon the making of a Swing Line Loan, each Tranche A Dollar Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 3 contracts
Samples: Assignment and Assumption (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Assignment and Assumption (Freescale Semiconductor Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibankthe Swing Line Lender, N.A. in reliance upon the agreements of the other Revolving Credit Lenders set forth in this §2.10, may in its capacity as Swing Line Lender agrees to sole discretion make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day (other than from the Closing Date) Date until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansLoans of the Revolving Credit Lender acting as the Swing Line Lender, when aggregated with the Pro Rata Share such Lender's Commitment Percentage of the Outstanding Amount outstanding amount of Tranche A Revolving Credit Loans and L/C Obligations plus such Lender’s Commitment Percentage of the Lender acting as Swing Line Lendersum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (ia) the sum of the outstanding amount of the Revolving Credit Exposure Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans (after giving effect to all amounts requested) shall not at any time exceed the aggregate Tranche A lesser of (A) the Total Commitment at such time and (B) the Borrowing Base at such time, (b) the sum of the outstanding amount of the CAI Revolving Credit Loans, plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI (after giving effect to all amounts requested) shall not at any time exceed the lesser of (A) the Total Commitment at such time and (iiB) the Domestic Borrowing Base at such time and (c) the aggregate Outstanding Amount outstanding amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Commitment Percentage of the Outstanding outstanding amount of the Maximum Drawing Amount of and all L/C Unpaid Reimbursement Obligations, plus such Lender’s Pro Rata Share Commitment Percentage of the Outstanding Amount outstanding amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Commitment, and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04§2.10, prepay under Section 2.05§3.3, and reborrow under this Section 2.04§2.10. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Commitment Percentage times the amount of such Swing Line Loan. Each Borrower hereby promises to repay each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swing Line Loan is made and (ii) the Maturity Date.
Appears in 2 contracts
Samples: Revolving Credit Agreement (CAI International, Inc.), Assignment and Assumption (CAI International, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, CitibankJPMorgan, N.A. in its capacity as Swing Line Lender agrees Lender, may in its sole discretion, agree to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day (other than during the period beginning on the Closing Date) Date and until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at JPMorgan and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Commitments have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.
Appears in 2 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. Bank of America in its capacity as Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a2.17(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Credit Agreement (Activision Blizzard, Inc.), Credit Agreement (Activision Blizzard, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees (unless it has determined that it is reasonably likely that a Revolving Credit Lender shall become a Defaulting Lender on or prior to the time on which the relevant Swing Line Loan is capable of being refinanced in accordance with Section 2.04(c)) to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding ; provided that (x) the fact that such Swing Line LoansLender shall not be obligated to make Swing Line Loans if as of the date of the applicable Swing Line Loan, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may would exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, Commitment and (y) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Revolving Credit Agreement (IASIS Healthcare LLC), Revolving Credit Agreement (IASIS Healthcare LLC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Committed Loans that are Tranche A Revolving Credit Loans and L/C LC Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Loan Commitment; provided provided, that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Loan Cap, (ii) the aggregate Outstanding Amount of the Committed Loans that are Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender)at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C ObligationsLC Obligations at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Tranche A Revolving Credit Loan Commitment then in effect; provided further that no Borrower and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, that, the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, furtherand provided that, that the Swing Line Lender shall not be under no obligation obligated to make any Swing Line Loans Loan at any time if when any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, Lender has entered into satisfactory arrangements with the Borrower or such Lender to Non-Defaulting Lenders in accordance eliminate the Swing Line Lender’s risk with Section 2.18(a)respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Administrative Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.
Appears in 2 contracts
Samples: Credit Agreement (Stein Mart Inc), Credit Agreement (Stein Mart Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibankthe Swing Line Lender, N.A. in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its capacity as Swing Line Lender agrees to sole discretion, make loans in Dollars to either U.S. Borrower or the Dutch Borrower Borrowers (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided provided, that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such LenderXxxxxx’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a2.17(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such LenderXxxxxx’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.)
The Swing Line. Subject to the terms and conditions set forth hereinherein and in the sole discretion of the Swing Line Lender, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Parent Borrower from time to time on any Business Day (other than the Closing Restatement Effective Date) until the Maturity Date for during the Revolving Credit Facility Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Revolving Credit Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effectCommitment; provided further that no the Parent Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Parent Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a an unfunded risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times and the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Credit Agreement (Campbell Alliance Group Inc), Credit Agreement (Campbell Alliance Group Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.10A, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to either the US Borrower or to either of the Canadian Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit applicable to it, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit other US Loans and L/C Obligations US LC Obligations, or of other Canadian Loans and Canadian Obligations, as the case may be, of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit US Commitment or Canadian Commitment, respectively; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure US Total Outstanding Amount or Canadian Total Outstanding Amount, as appropriate, shall not exceed the aggregate Tranche A Revolving Credit Commitment US Total Committed Amount or Canadian Total Committed Amount, respectively, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit US Loans of or Canadian Loans by any US Lender (other than the relevant Swing Line or Canadian Lender), respectively, plus such US Lender’s Pro Rata US Percentage Share of the Outstanding Amount of all L/C US LC Obligations or such Canadian Lender’s Canadian Percentage Share of the Outstanding Amount of Canadian LC Obligations, as the case may be, plus such US Lender’s Pro Rata US Percentage Share of the Outstanding Amount of all Swing Line Loans made to US Borrower or such Canadian Lender’s Canadian Percentage Share of the Outstanding Amount of all Swing Line loans made to either Canadian Borrower, as the case may be, shall not exceed such US Lender’s Tranche A Revolving Credit US Commitment then in effect; provided further or such Canadian Lender’s Canadian Commitment, respectively, and provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that . The obligation of each Borrower to repay to the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any made by such Swing Line Lender is at to such time Borrower, together with interest accruing in connection therewith, shall be evidenced by a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in single promissory note (herein called the Swing Line Loan would Lender’s “Swing Line Note”) made by each Borrower payable to the order of the Swing Line Lender in the form of Exhibit A-3 with appropriate insertions. The amount of principal owing on any Swing Line Note at any given time shall be reallocatedthe aggregate amount of all Swing Line Loans theretofore made by the Swing Line Lender to such Borrower minus all payments of principal theretofore received by the Swing Line Lender on such Swing Line Note. Interest on each Swing Line Note shall accrue and be due and payable as provided herein and therein. Each Swing Line Note shall be due and payable as provided herein and therein, and shall be due and payable in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)full on the Maturity Date. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch any Borrower may borrow under this Section 2.042.10A, prepay under Section 2.052.8(c), and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a 2.10A. US Borrower may request either Base Rate Loan and each Swing Line Loan Loans or Eurodollar Loans with an Interest Period not exceeding fifteen (15) days. Either Canadian Borrower may request (i) Dollar-denominated in Euro shall be a Eurocurrency Canadian US Dollar Base Rate Loan. Swing Line Loans shall only be or Eurodollar Loans with an Interest Period not exceeding fifteen (15) days, or (ii) Canadian Dollar-denominated in Dollars or EuroCanadian Prime Rate Loans. Immediately upon the making of a Swing Line LoanLoan to US Borrower or either Canadian Borrower, each Tranche A Revolving Credit US Lender or Canadian Lender, as the case may be, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such US Lender’s Pro Rata Share US Percentage Share, or such Canadian Lender’s Canadian Percentage Share, as appropriate, times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains All American Pipeline Lp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower and ABN AMRO Bank N.V. in its capacity as Swing Line Lender agrees to make loans in Euro to either U.S. Borrower or the Dutch Borrower so long as such Borrower has an account at such Swing Line Lender (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Credit Agreement (Nielsen Holdings B.V.), Credit Agreement (Nielsen CO B.V.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees (unless it has determined that it is reasonably likely that a Revolving Credit Lender shall become a Defaulting Lender on or prior to the time on which the relevant Swing Line Loan is capable of being refinanced in accordance with Section 2.04(c)) to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Credit Agreement (IASIS Healthcare LLC), Restatement Agreement (IASIS Healthcare LLC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees (unless it has determined that it is reasonably likely that a Lender holding Revolving Commitments is or shall become a Defaulting Lender on or prior to the time on which the relevant Swing Line Loan is capable of being refinanced in accordance with Section 2.04(c)) may, in its sole discretion and in reliance upon the agreements of the other Lenders holding Revolving Commitments as set forth in this Section 2.04, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Commitment, and provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided. Additionally, further, that the Swing Line Lender shall not be under no obligation obligated to make a Swing Line Loan if, after giving effect to such Swing Line Loan, the aggregate Outstanding Amount of the Revolving Loans of the Swing Line Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations issued by another Lender, plus 100% of the Outstanding Amount of all L/C Obligations issued by such Swing Line Lender, plus 100% of the Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunderthen outstanding, unless such Defaulting Lender’s participation in shall exceed the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Lender holding a Revolving Credit Lender Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage (with respect to such Lender’s Revolving Commitment) times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: Security Agreement (Ryman Hospitality Properties, Inc.), Security Agreement (Ryman Hospitality Properties, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers (other than the Tranche C Borrower) and (y) in Australian Dollars to the Tranche C Borrower, from time to time on any Business Day (other than during the Closing Date) until Tranche A Availability Period, the Maturity Date for Tranche B Availability Period or the Revolving Credit Facility Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than the Tranche C Borrower, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Loans made to the Tranche A Revolving Credit CommitmentC Borrower, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or the Tranche C Borrower, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s), (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment then in effect; provided further Cap, and (iv) if after giving effect to any Swing Line Loan the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Swing Line Loan shall not be made without the consent of TKG (which consent may be waived only by TKG) and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars to TFA, from time to time on any Business Day (other than during the Closing Date) until Tranche A Availability Period, the Maturity Date for Tranche B Availability Period or the Revolving Credit Facility Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Tranche A Revolving Credit CommitmentLoans made to TFA, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Toyota - 364 Day Credit Agreement (2018) Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s), (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment then in effect; provided further Cap, and (iv) if after giving effect to any Swing Line Loan the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Swing Line Loan shall not be made without the consent of TKG (which consent may be waived only by TKG) and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Assignment and Assumption (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in its sole discretion, to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender, when aggregated with the Outstanding Amount of Letter of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Paycor Hcm, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees (unless it has determined that it is reasonably likely that a Revolving Credit Lender shall become a Defaulting Lender on or prior to the time on which the relevant Swing Line Loan (as defined below) is capable of being refinanced in accordance with Section 2.04(c)) to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Revolving Commitment Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, 2.05 and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroDollars. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share (calculated by reference to the Revolving Credit Facility) times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Primedia Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in its sole discretion, to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than until the Closing Date) until Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Borrower Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender, when aggregated with the Outstanding Amount of Letter of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan at any time Exhibit 10.02 that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Gen Digital Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the applicable Swing Line Lender agrees in reliance upon the agreements of the Lenders set forth in this Section 2.11, to make loans in U.S. Dollars to either U.S. Borrower or the Dutch Borrower in Euros (each such loan, a “Swing Line Loan” and collectively, the “Swing Line Loans”) to the Borrowers from time to time on any Business Day (other than from the Closing Date) Date until the Maturity Termination Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the applicable Swing Line Sublimit; provided, notwithstanding the fact however, that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line LoanLoan made by any Swing Line Lender, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Total Commitments then in effect, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant such Swing Line Lender), plus such Lender’s Pro Rata Share Percentage of the aggregate Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Percentage of the aggregate Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment and (iii) for such Swing Line Lender, (x) the aggregate Outstanding Amount of Swing Line Loans made by such Swing Line Lender shall not exceed the applicable Swing Line Sublimit and (y) the aggregate Outstanding Amount of Revolving Credit Commitment then Loans of such Lender plus such Lender’s Percentage of the aggregate Outstanding Amount of L/C Obligations, plus such Lender’s Percentage of the aggregate Outstanding Amount of Swing Line Loans not made by it as a Swing Line Lender, plus the aggregate Outstanding Amount of Swing Line Loans made by it in effectits capacity as a Swing Line Lender shall not exceed such Lender’s Commitment; provided further provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.11, prepay under Section 2.052.07, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.11. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such LenderXxxxxx’s Pro Rata Share Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in its sole discretion, to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for during the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line LoanLoan and the risk participation assumed pursuant to the last sentence hereof, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any other Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender after giving effect to the risk participation assumed by the other Revolving Credit Lenders pursuant to the last sentence hereof, when aggregated with the Outstanding Amount of Letters of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan (A) at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied or (B) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Holley Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars to TFA, from time to time on any Business Day (other than during the Closing Date) until Tranche A Availability Period, the Maturity Date for Tranche B Availability Period or the Revolving Credit Facility Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Tranche A Revolving Credit CommitmentLoans made to TFA, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Toyota – Five Year Credit Agreement (2018) Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment then in effect; provided further Cap and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Five Year Credit Agreement (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, CitibankBank of America, N.A. in its capacity as Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Parent Borrower (each such loan, a aan “Swing Line Loan”) ), from time to time on any Business Day (other than during the period beginning on the Business Day after the Closing Date) Date and until the Maturity Date for of the Tranche B Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Tranche A B Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A B Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Tranche B Revolving Credit Exposure shall not exceed the aggregate Tranche A B Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A B Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A B Revolving Credit Commitment then in effect; provided further provided, further, that no the Parent Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Parent Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A B Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for during the Revolving Credit Commitment Period in respect of the original Revolving Credit Facility entered into on the Effective Date (or during the Revolving Commitment Period in respect of any other Revolving Credit Facility established hereunder in respect of which the Swing Line Lender has agreed to act as Swing Line Lender) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Revolving Credit Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effectCommitment; provided further that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a an unfunded risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times and the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to may, in reliance upon the agreements of the other Tranche A Lenders set forth in this Section 2.04, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Tranche A Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Tranche A Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Tranche A Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Loan Cap, (ii) the Total Tranche A Revolving Credit Commitment Outstandings shall not exceed the Tranche A Loan Cap, and (iiiii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Tranche A Lender (other than the relevant Swing Line Lender)at such time, plus such Tranche A Lender’s Pro Rata Share Tranche A Applicable Percentage of the Outstanding Amount of all L/C ObligationsObligations at such time, plus such Tranche A Lender’s Pro Rata Share Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Tranche A Lender’s Tranche A Revolving Credit Commitment then in effect; provided further or such Tranche A Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, and provided further that the Swing Line Lender shall not be under no obligation obligated to make any Swing Line Loans Loan at any time if when any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, Lender has entered into satisfactory arrangements with the Borrower or such Lender to Non-Defaulting Lenders in accordance eliminate the Swing Line Lender’s risk with Section 2.18(a)respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.052.05(b), and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a bear interest only at the rate applicable to Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroLoans. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Tranche A Lender’s Pro Rata Share Tranche A Applicable Percentage times the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that (i) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effecteffect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that no that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroDollars. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) under either the Dollar Tranche or the Multicurrency Tranche to the Borrowers (on a joint and several basis) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of outstanding the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansLoans under such Tranche, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations under such Tranche of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentCommitment under such Tranche; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Facility and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Revolving Credit Lender (other than under the relevant Swing Line Lender)applicable Tranche, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche at such time shall not exceed such Revolving Credit Lender’s Tranche A Revolving Credit Commitment then in effectunder such Tranche; provided further provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line LoanLoan under any Tranche, each Tranche A Revolving Credit Lender under such Tranche shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such LenderRevolving Credit Xxxxxx’s Pro Rata Share times of such Tranche multiplied by the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as each Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in US Dollars to either U.S. Borrower or the Dutch Borrower any Alternative Currency (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period applicable to such Borrower in an aggregate amount not to exceed at any time outstanding (i) for each Swing Line Lender, such Swing Line Lender’s Swing Line Commitment or (ii) for all Swing Line Loans, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations Money Market Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentCommitments; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCPR, TCCI or TLG, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, Tranche B Commitments, Tranche C Commitments or Tranche D Commitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Swing Line Loans to the applicable Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Facility, Tranche B Facility, Tranche C ObligationsFacility and Tranche D Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Cap and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.. NYDOCS03/828371
Appears in 1 contract
Samples: Five Year Credit Agreement (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) in Dollars, to the Borrower from time to time on any Business Day (other than during the period from the Closing Date) until the Maturity Date for to the Revolving Credit Facility Maturity Date in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the aggregate Outstanding Amount of Tranche A Revolving Credit Loans and the Swing Line Lender’s Pro Rata Revolving Share (in its capacity as a Revolving Lender) of L/C Obligations of and the Lender acting as Swing Line Lender, ’s Pro Rata Revolving Share (in its capacity as a Revolving Lender) of an amount equal to 105% of the aggregate Outstanding Amount of all Foreign Currency Loans may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of all Revolving Credit Exposure Loans, Swing Line Loans, and L/C Obligations, plus an amount equal to 105% of the aggregate Outstanding Amount of all Foreign Currency Loans shall not exceed the aggregate Tranche A Aggregate Revolving Credit Commitment Commitments, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share of an amount equal to 105% of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans Loans, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Foreign Currency Loans, shall not exceed such Revolving Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow Swing Line Loans under this Section 2.042.05, prepay Swing Line Loans under Section 2.052.06 (Prepayments), and reborrow Swing Line Loans under this Section 2.042.05. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Share times the amount of such the Swing Line Loan; provided, however, that such Revolving Lender shall not be required to fund such risk participation except as provided in clause (c)(iii) below.
Appears in 1 contract
Samples: Credit Agreement (Jarden Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in its sole discretion, to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line LenderXxxxxx’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender, when aggregated with the Outstanding Amount of Letter of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such LenderXxxxxx’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (ix) the Revolving Credit Exposure aggregate Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Line Cap and (iiy) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower Swing Line Lender shall not be required to make any Swing Line Loan at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided further that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.15, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the period from the Closing Date) until Date to the Swing Line Lender’s Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentCommitted Sum; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Outstanding Amount of all L/C Obligations and all Loans shall not exceed the aggregate Tranche A Revolving Credit Commitment Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Committed Sum, and provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; , and provided, furtherfurther that, that if any Lender becomes, and during the period it remains, a Defaulting Lender, the Swing Line Lender shall will not be under no obligation required to make any Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunderLoan, unless such Defaulting Lender’s participation in the Swing Line Loan Lender is satisfied that any exposure that would be reallocated, in full, to result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders in accordance with Section 2.18(a)or by Cash Collateralization or a combination thereof satisfactory to the Swing Line Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.042.15, prepay under Section 2.052.04, and reborrow under this Section 2.042.15. Each Swing Line Loan denominated in Dollars shall be a Base bear interest at the Federal Funds Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Europlus the Applicable Rate. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) under either the Dollar Tranche or the Multicurrency Tranche to the Borrowers (on a joint and several basis) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of outstanding the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansLoans under such Tranche, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations Obliga- tions under such Tranche of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Re- volving Credit CommitmentCommitment under such Tranche; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Facility and (ii) the aggregate aggre- gate Outstanding Amount of the Tranche A Revolving Credit Loans of any Revolving Credit Lender (other than under the relevant Swing Line Lender)applicable Tranche, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche at such time shall not exceed such Revolving Credit Lender’s Tranche A Revolving Credit Commitment then in effectunder such Tranche; provided further provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line LoanLoan under any Tranche, each Tranche A Revolving Credit Lender under such Tranche shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share times of such Tranche multiplied by the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Legacy Borrowers and the ETMC Borrowers from time to time on any Business Day (other than the Closing Effective Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility Facilities in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and the Legacy Pro Rata Share of the L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Legacy Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Legacy Line Cap at such time, (ii) the Total ETMC Outstandings shall not exceed the ETMC Line Cap at such time, (iii) the aggregate Outstanding Amount of the Tranche A ETMC Revolving Credit Loans of any Lender (other than the relevant Swing Line ETMC Lender), plus such ETMC Lender’s ETMC Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to ETMC Borrowers shall not exceed the lesser of (x) such ETMC Lender’s ETMC Commitments then in effect and (y) such ETMC Lender’s ETMC Pro Rata Share of the ETMC Borrowing Base then in effect and (iv) the aggregate Outstanding Amount of the Legacy Revolving Loans of any Legacy Lender, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus Obligations and all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed the lesser of (x) such Legacy Lender’s Legacy Commitment then in effect and (y) such Legacy Xxxxxx’s Legacy Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment Legacy Borrowing Base then in effect; provided further that no Borrower that, the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon (i) the making of a Swing Line LoanLoan to an ETMC Borrower, each Tranche A Revolving Credit ETMC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such ETMC Lender’s ETMC Pro Rata Share times the amount of such Swing Line Loan and (ii) the making of a Swing Line Loan to a Legacy Borrower, each Legacy Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Legacy Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Legacy Lender’s Legacy Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Legacy Borrowers and the ETMC Borrowers from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility Facilities in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and the Legacy Pro Rata Share of the L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Legacy Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Legacy Line Cap at such time, (ii) the Total ETMC Outstandings shall not exceed the ETMC Line Cap at such time, (iii) the aggregate Outstanding Amount of the Tranche A ETMC Revolving Credit Loans of any Lender (other than the relevant Swing Line ETMC Lender), plus such ETMC Lender’s ETMC Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to ETMC Borrowers shall not exceed the lesser of (x) such ETMC Lender’s ETMC Commitments then in effect and (y) such ETMC Lender’s ETMC Pro Rata Share of the ETMC Borrowing Base then in effect and (iv) the aggregate Outstanding Amount of the Legacy Revolving Loans of any Legacy Lender, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus Obligations and all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed the lesser of (x) such Legacy Lender’s Legacy Commitment then in effect and (y) such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment Legacy Borrowing Base then in effect; provided further that no Borrower that, the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon (i) the making of a Swing Line LoanLoan to an ETMC Borrower, each Tranche A Revolving Credit ETMC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such ETMC Lender’s ETMC Pro Rata Share times the amount of such Swing Line Loan and (ii) the making of a Swing Line Loan to a Legacy Borrower, each Legacy Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Legacy Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Legacy Lender’s Legacy Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Intercreditor Agreement (Ardent Health Partners, LLC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as Swing Line Lender agrees to make loans in Dollars or Euro to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for in respect of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, (i) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effecteffect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when any Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender’s participation in such Swing Line Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans; provided further that no that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroDollars. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans in Dollars and in Euros (subject to either U.S. Borrower or the Dutch Borrower Alternate Currency Sublimit) (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with (i) the Pro Rata Share Applicable Revolving Credit Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and the Applicable Percentage of L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans and the Applicable Percentage of L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Facility at such time and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Revolving Credit Lender (other than the relevant Swing Line Lender)at such time, plus such Revolving Credit Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Tranche A Revolving Credit Commitment then in effect; Commitment, and provided further that no (x) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that Loan and (y) the Swing Line Lender shall not be under no any obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would if it shall determine (which determination shall be reallocatedconclusive and binding absent manifest error) that it has, in fullor by such Credit Extension may have, to Non-Defaulting Lenders in accordance with Section 2.18(a)Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Corporate Property Associates 17 - Global INC)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Legacy Borrowers and the ETMC Borrowers from time to time on any Business Day (other than the Closing Effective Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility Facilities in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and the Legacy Pro Rata Share of the L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Legacy Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Legacy Line Cap at such time, (ii) the Total ETMC Outstandings shall not exceed the ETMC Line Cap at such time, (iii) the aggregate Outstanding Amount of the Tranche A ETMC Revolving Credit Loans of any Lender (other than the relevant Swing Line ETMC Lender), plus such ETMC Lender’s ETMC Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to ETMC Borrowers shall not exceed the lesser of (x) such ETMC Lender’s ETMC Commitments then in effect and (y) such ETMC Lender’s ETMC Pro Rata Share of the ETMC Borrowing Base then in effect and (iv) the aggregate Outstanding Amount of the Legacy Revolving Loans of any Legacy Lender, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of Obligations and all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed the lesser of (x) such Legacy Lender’s Tranche A Revolving Credit Legacy Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.effect and
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, from time to time on any Business Day during the Availability Period, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility a Borrower in an aggregate principal amount not to exceed at any time outstanding the amount of the applicable Swing Line SublimitSublimit for such Borrower, notwithstanding the fact that the Outstanding Amount of such Swing Line LoansLoans made to such Borrower, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Committed Loans to such Borrower and L/C Obligations of the Lender with respect to such Borrower acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentApplicable Commitment to such Borrower; provided thatprovided, however, that after giving effect to any Swing Line LoanLoan made to any Borrower, (ix) the Revolving Credit Exposure Total Outstandings of such Borrower shall not exceed the aggregate Tranche A Revolving Credit Commitment Domestic Loan Cap or the Applicable Foreign Loan Cap, as applicable, and (iiy) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than the relevant Swing Line Lender)to such Borrower at such time, plus (without duplication) such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C ObligationsObligations of such Borrower at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to such Borrower at such time, shall not exceed such Lender’s Tranche A Revolving Credit Applicable Commitment then in effect; provided further that no to such Borrower. No Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that and the Swing Line Lender shall not be under no obligation obligated to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would if it shall determine (which determination shall be reallocatedconclusive and binding absent manifest error) that it has, in fullor by such Credit Extension may have, to Non-Defaulting Lenders in accordance with Section 2.18(a)Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Prime Rate, the Australian Base Rate, the Japanese Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Eurothe Canadian Prime Rate, as applicable. Immediately upon the making of a Swing Line LoanLoan to any Borrower, each Tranche A Revolving Credit applicable Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line LoanLoan made to such Borrower. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Administrative Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in Toyota - 364 Day Credit Agreement US Dollars or any Alternative Currency to the Borrowers (other than the Tranche C Borrower) and (y) in Australian Dollars to the Tranche C Borrower, from time to time on any Business Day (other than during the Closing Date) until Tranche A Availability Period, the Maturity Date for Tranche B Availability Period or the Revolving Credit Facility Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than the Tranche C Borrower, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Loans made to the Tranche A Revolving Credit CommitmentC Borrower, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or the Tranche C Borrower, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s), (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment then in effect; provided further Cap, and (iv) if after giving effect to any Swing Line Loan the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Swing Line Loan shall not be made without the consent of TKG (which consent may be waived only by TKG) and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Assignment and Assumption (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to it may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, in its sole discretion make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, hereunder (unless such that Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Nonnon-Defaulting Lenders in accordance with Section 2.18(a2.15(a)(iv)); provided, further, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Ashland Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as (x) the Swing Line Lender agrees Lenders with Swing Line Commitments in respect of the Swing Line Dollar Sublimit (“Swing Line Dollar Commitments” and each such lender, a “Swing Line Dollar Lender”) severally agree to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Dollar Loan”) to the Company from time to time on any Business Day (other than the Closing Date) until the Revolver Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitDollar Sublimit and (y) the Swing Line Lenders with Swing Line Commitments in respect of the Swing Line Euro Sublimit (“Swing Line Euro Commitments” and each such lender, notwithstanding the fact that a “Swing Line Euro Lender”) severally agree to make loans in Euros (each such loan, a “Swing Line Euro Loan” and, together with any Swing Line Dollar Loan, “Swing Line Loans”) to the Company from time to time on any Business Day until the Revolver Maturity Date, when aggregated with subject to the Pro Rata Share of the aggregate Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may Euro Loans not to exceed at any time outstanding the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentEuro Sublimit; provided that, that after giving effect to any Swing Line Loan, (iA) the aggregate principal amount of outstanding Swing Line Dollar Loans made by any Swing Line Dollar Lender shall not exceed such Swing Line Lender’s Swing Line Dollar Commitment, (B) the Dollar Equivalent amount of the aggregate principal amount of outstanding Swing Line Euro Loans made by any Swing Line Euro Lender shall not exceed such Swing Line Lender’s Swing Line Euro Commitment, (C) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Aggregate Revolving Credit Commitment Commitments and (iiD) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans Outstandings of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effectCommitment; provided further that no Borrower the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Company may borrow under this Section 2.042.05, prepay under Section 2.05, 2.06 and reborrow under this Section 2.042.05. Each Swing Line Dollar Loan denominated in Dollars shall be (i) for the first three Business Days that it remains outstanding, a Specified Rate Loan and (ii) thereafter, a Base Rate Loan. Each Swing Line Euro Loan shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Overnight Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender Lenders a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Revolving Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans, plus such Lender’s Applicable Percentage of the Outstanding Amount of all New Vehicle Swing Line Loans shall not exceed such Lender’s Tranche A Commitment; provided, further, that, if any Lender is at that time a Defaulting Lender, the Swing Line Lender shall not be required to make a Swing Line Loan unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Swing Line Lender with the Revolving Credit Commitment Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Line Loan then proposed to be made or that Swing Line Loan and all other Swing Line Loans as to which the Swing Line Lender has Fronting Exposure, as it may elect in effectits sole discretion; provided further and provided, further, that no the Revolving Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided. Notwithstanding the foregoing sentence, furtherhowever, that in the event a Swing Line Loan is advanced and such Loan causes the Outstanding Amount of Swing Line Loans or other Obligations to exceed the Swing Line Sublimit or any limit set forth in Section 2.04(a), (1) the Swing Line Lender shall be under no obligation the sole Lender with respect to make Swing Line Loans at the portion of any time if any Lender is at such time Loan constituting a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Bilateral Swing Line Loan would and (2) no other Lender shall be reallocated, deemed to have purchased or be required to fund a risk participation in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)such Bilateral Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Revolving Borrower may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall may be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be or a Eurocurrency Eurodollar Rate Loan. Except as otherwise provided above in this Section 2.04(a) with respect to Bilateral Swing Line Loans shall only be denominated in Dollars or Euro. Immediately Loans, immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Carmax Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to may, in its discretion, in reliance upon the agreements of the other Tranche A Lenders set forth in this Section 2.04, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Domestic Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Tranche A Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Loan Cap, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender)Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations owing by the Domestic Borrowers, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed the Tranche A Loan Cap, and (iii) the aggregate Outstanding Amount of the Tranche A Loans of any Tranche A Lender at such time, plus such Tranche A Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Tranche A Revolving Credit Commitment then in effect; provided further Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Tranche A Lender’s Commitment, and provided, further, that no Borrower the Domestic Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, and provided further that the Swing Line Lender may refuse, and such refusal shall not be under no obligation deemed an abuse of the Swing Line Lender’s discretion to make Swing Line Loans as provided herein, to make any Swing Line Loan at any time if when any Tranche A Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, Lender has entered into satisfactory arrangements with the Lead Borrower or such Tranche A Lender to Non-Defaulting Lenders in accordance eliminate the Swing Line Lender’s risk with Section 2.18(a)respect to such Tranche A Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Domestic Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.Section
Appears in 1 contract
Samples: Credit Agreement (Restoration Hardware Holdings Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to may, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.04, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Committed Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Loan Cap, and (ii) the aggregate Outstanding Amount of the Tranche A Committed Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender)at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C ObligationsObligations at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further or such Lender’s Applicable Percentage of the Borrowing Base, and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, and provided further that the Swing Line Lender shall not be under no obligation obligated to make any Swing Line Loans Loan at any time if when any Revolving Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, Lender has entered into satisfactory arrangements with the Borrowers or such Revolving Lender to Non-Defaulting Lenders in accordance eliminate the Swing Line Lender’s risk with Section 2.18(a)respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.042.04, prepay under Section 2.052.05(c)2.05(c), and reborrow under this Section 2.042.042.04. Each Swing Line Loan denominated in Dollars shall be a bear interest only at the rate applicable to Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroLoans. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IXArticle IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in Article IXArticle IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars to TFA, from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period applicable to such Swing Line Lender in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Toyota – Five Year Credit Agreement (2016) Commitment, (ii) for all Swing Line Loans made to the Borrowers other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations Money Market Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Tranche A Revolving Credit CommitmentLoans made to TFA, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender with a Swing Line Commitment then in effect; provided further Australian Dollars and without duplication, such Lender’s Swing Line Loans made to TFA shall not exceed such Lender’s Commitment Cap and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Five Year Credit Agreement (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibankthe Swing Line Lender, N.A. in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its capacity as Swing Line Lender agrees to sole discretion, make loans in Dollars to either U.S. Borrower or the Dutch Borrower Borrowers (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided provided, that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a2.17(a)(iv). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Communications Sales & Leasing, Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars to TFA, from time to time on any Business Day (other than during the Closing Date) until Tranche A Availability Period, the Maturity Date for Tranche B Availability Period or the Revolving Credit Facility Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Tranche A Revolving Credit CommitmentLoans made to TFA, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Toyota – Three Year Credit Agreement (2018) Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment then in effect; provided further Cap and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in its sole discretion, to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than until the Closing Date) until Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Borrower Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender, when aggregated with the Outstanding Amount of Letter of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such LenderLxxxxx’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with (i) the Pro Rata Share Applicable Revolving Credit Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and the Applicable Dollar Tranche Percentage of L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Dollar Tranche Loans and the Applicable Dollar Tranche Percentage of L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Dollar Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Facility at such time, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Revolving Credit Lender (other than the relevant Swing Line Lender)at such time, plus such Revolving Credit Lender’s Pro Rata Share Applicable Dollar Tranche Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Dollar Tranche Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (iii) the aggregate Outstanding Amount of the Dollar Tranche Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Dollar Tranche Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Pro Rata Share Applicable Dollar Tranche Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Dollar Tranche A Revolving Credit Commitment then in effect; and (iv) the aggregate Outstanding Amount of the Dollar Tranche Loans, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Aggregate Dollar Tranche Commitments, and provided further that no (x) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that Loan and (y) the Swing Line Lender shall not be under no any obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would if it shall determine (which determination shall be reallocatedconclusive and binding absent manifest error) that it has, in fullor by such Credit Extension may have, to Non-Defaulting Lenders in accordance with Section 2.18(a)Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Dollar Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share Applicable Dollar Tranche Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (W. P. Carey Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to may, in its discretion, in reliance upon the agreements of the other Tranche A Lenders set forth in this Section 2.04, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Domestic Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Tranche A Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Loan Cap, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender)Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations owing by the Domestic Borrowers, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed the Tranche A Loan Cap, and (iii) the aggregate Outstanding Amount of the Tranche A Loans of any Tranche A Lender at such time, plus such Tranche A Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Tranche A Revolving Credit Commitment then in effect; provided further Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Tranche A Lender’s Commitment, and provided, further, that no Borrower the Domestic Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, and provided further that the Swing Line Lender may refuse, and such refusal shall not be under no obligation deemed an abuse of the Swing Line Lender’s discretion to make Swing Line Loans as provided herein, to make any Swing Line Loan at any time if when any Tranche A Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, Lender has entered into satisfactory arrangements with the Lead Borrower or such Tranche A Lender to Non-Defaulting Lenders in accordance eliminate the Swing Line Lender’s risk with Section 2.18(a)respect to such Tranche A Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Domestic Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Tranche A Lender’s Pro Rata Share times Applicable Percentage multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Restoration Hardware Holdings Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the U.S. Borrower from time to time on any Business Day (other than after the Closing Date) Date until the Maturity Date for in respect of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, (i) except as otherwise provided above in this clause (a) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure in no event shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effecteffect and (i) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when any Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the U.S. Borrower to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender’s participation in such Swing Line Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans; provided further that no that, the U.S. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either the U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroDollars. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided provided, that, Swing Line Loans shall be available by way of incurring overdrafts in the Borrower’s Canadian Dollar and Dollar accounts with the Swing Line Lender, with overdrafts in Canadian Dollars being deemed to be Prime Rate Loans and overdrafts in Dollars being deemed to be Base Rate Loans; provided further that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be or a Eurocurrency Canadian Prime Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: First Lien Credit Agreement (SMART Technologies Inc.)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in its sole discretion, to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further provided, further, that no Borrower Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender, when aggregated with the Outstanding Amount of Letter of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line , Daily LIBOR Swingline Loans shall only be denominated in Dollars or Eurocombination thereof. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Outstanding Amount of the Credit Exposure Extensions shall not exceed the aggregate Tranche A lesser of (A) the Revolving Credit Commitment Commitments, or (B) the Borrowing Base, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender)at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C ObligationsObligations at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Commitment, and provided, further, that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, Loan and provided further that the Swing Line Lender shall not be under no obligation obligated to make any Swing Line Loans Loan at any time if when any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, Lender has entered into satisfactory arrangements with the Borrower or such Lender to Non-Defaulting Lenders in accordance eliminate the Swing Line Lender’s risk with Section 2.18(a)respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Legacy Borrowers and the ETMC Borrowers from time to time on any Business Day (other than the Closing Effective Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility Facilities in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and the Legacy Pro Rata Share of the L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Legacy Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment and Legacy Line Cap at such time, (ii) the Total ETMC Outstandings shall not exceed the ETMC Line Cap at such time, (iii) the aggregate Outstanding Amount of the Tranche A ETMC Revolving Credit Loans of any Lender (other than the relevant Swing Line ETMC Lender), plus such ETMC Lender’s ETMC Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to ETMC Borrowers shall not exceed the lesser of (x) such ETMC Lender’s ETMC Commitments then in effect and (y) such ETMC Lender’s ETMC Pro Rata Share of the ETMC Borrowing Base then in effect and (iv) the aggregate Outstanding Amount of the Legacy Revolving Loans of any Legacy Lender, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus Obligations and all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed the lesser of (x) such Legacy Lender’s Legacy Commitment then in effect and (y) such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment Legacy Borrowing Base then in effect; provided further that no Borrower that, the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon (i) the making of a Swing Line LoanLoan to an ETMC Borrower, each Tranche A Revolving Credit ETMC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such ETMC Lender’s ETMC Pro Rata Share times the amount of such Swing Line Loan and (ii) the making of a Swing Line Loan to a Legacy Borrower, each Legacy Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Legacy Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Legacy Lender’s Legacy Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as each Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in US Dollars to either U.S. Borrower or the Dutch Borrower any Alternative Currency (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period applicable to such Borrower in an aggregate amount not to exceed at any time outstanding (i) for each Swing Line Lender, such Swing Line Lender’s Swing Line Commitment or (ii) for all Swing Line Loans, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations Money Market Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit CommitmentCommitments; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCPR, TCCI or TLG, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, Tranche B Commitments, Tranche C Commitments or Tranche D Commitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Swing Line Loans to the applicable Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Facility, Tranche B Facility, Tranche C ObligationsFacility and Tranche D Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Cap, and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.. NYDOCS03/828370
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers (other than the Tranche C Borrower) Agreement (2021) and (y) in Australian Dollars to the Tranche C Borrower, from time to time on any Business Day (other than during the Closing Date) until Tranche A Availability Period, the Maturity Date for Tranche B Availability Period or the Revolving Credit Facility Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than the Tranche C Borrower, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Loans made to the Tranche A Revolving Credit CommitmentC Borrower, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or the Tranche C Borrower, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Revolving Credit Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment then in effect; provided further Cap and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as herein each applicable Swing Line Lender agrees severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.16 to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers (other than the Tranche C Borrower) and (y) in Australian Dollars to the Tranche C Borrower, from time to time on any Business Day (other than during the Closing Date) until Tranche A Availability Period, the Maturity Date for Tranche B Availability Period or the Revolving Credit Facility Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Toyota - 364 Day Credit Agreement Commitment, (ii) for all Swing Line Loans made to the Borrowers other than the Tranche C Borrower, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share ratable share of the Outstanding Amount of Tranche A Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitments or (iii) for all Swing Line Lender’s Loans made to the Tranche A Revolving Credit CommitmentC Borrower, the amount of the Australian Swing Line Sublimit; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings in respect of the Tranche A Borrowers, TCCI or the Tranche C Borrower, respectively, shall not exceed the aggregate Tranche A Revolving Credit Commitment and applicable Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Committed Loans of any Lender (other than under the relevant Swing Line Lender)Tranche A Commitments, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/Tranche B Commitments or Tranche C ObligationsCommitments, as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Lxxxxx’s Commitment applicable to such Borrower(s), (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment Cap, and (iv) if after giving effect to any Swing Line Loan the Unused Tranche A Revolving Credit Commitment then in effect; provided further would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Swing Line Loan shall not be made without the consent of TKG (which consent may be waived only by TKG) and provided, further, that no Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the . Each Swing Line Lender Borrowing shall be under no obligation to make consist of borrowings made from the several applicable Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Lenders ratably to their respective applicable Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a)Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.042.16, prepay under Section 2.052.4, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro2.16. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such LenderLxxxxx’s Pro Rata Share ratable share times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided thatthat Swing Line Loans shall be available by way of incurring overdrafts in the Borrower’s Canadian Dollar and Dollar accounts with the Swing Line Lender, with overdrafts in Canadian Dollars being deemed to be Canadian Prime Rate Loans and overdrafts in Dollars being deemed to be Base Rate Loans; provided further that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Line Cap at such time and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus Swing Line Loans, Protective Advances and BA Instruments shall not exceed the lesser of (x) such Lender’s Revolving Credit Commitment then in effect and (y) such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment Borrowing Base then in effect; provided further that no that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be or a Eurocurrency Canadian Prime Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Dollar Tranche A Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment least of (x) the Borrowing Base Amount at such time, (y) the Mortgageability Amount at such time and (z) the Aggregate Commitments at such time, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender)at such time, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of the Dollar Tranche Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Tranche A Revolving Credit Commitment then in effect; and (iv) the aggregate Outstanding Amount of the Dollar Tranche Loans, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Aggregate Dollar Tranche Commitments, and provided further that no the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Dollar Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Corporate Property Associates 16 Global Inc)
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to make loans denominated in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Maturity Date for with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, that after giving effect to any Swing Line Loan, (ix) the Revolving Credit Exposure aggregate Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Line Cap and (iiy) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower Swing Line Lender shall not be required to make any Swing Line Loan at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied; provided further that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.18(a). Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.85
Appears in 1 contract
The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as the Swing Line Lender agrees to may, in its discretion, in reliance upon the agreements of the other Domestic Lenders set forth in this Section 2.04, make loans in Dollars to either U.S. Borrower or the Dutch Borrower (each such loan, a “Swing Line Loan”) to the Domestic Borrowers from time to time on any Business Day (other than during the Closing Date) until the Maturity Date for the Revolving Credit Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Tranche A Revolving Credit Domestic Loans and L/C Obligations of the Domestic Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Domestic Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Total Outstandings shall not exceed the aggregate Tranche A Revolving Credit Commitment Loan Cap, and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Domestic Loans of any Domestic Lender (other than the relevant Swing Line Lender)at such time, plus such Domestic Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C ObligationsObligations at such time, plus such Domestic Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Domestic Lender’s Tranche A Revolving Credit Commitment then in effect; provided further Commitment, and provided, further, that no Borrower the Domestic Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, and provided further that the Swing Line Lender may refuse, and such refusal shall not be under no obligation deemed an abuse of the Swing Line Lender’s discretion to make Swing Line Loans as provided herein, to make any Swing Line Loan at any time if when any Domestic Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, Lender has entered into satisfactory arrangements with the Lead Borrower or such Domestic Lender to Non-Defaulting Lenders in accordance eliminate the Swing Line Lender’s risk with Section 2.18(a)respect to such Domestic Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower Domestic Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be bear interest only at a rate based on the Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or EuroRate. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Domestic Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Domestic Lender’s Pro Rata Share times Applicable Percentage multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Restoration Hardware Holdings Inc)