The Swingline Facility. On the terms and conditions set forth in this Agreement, the Swingline Lender may, in its sole and absolute discretion, from time-to-time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make Swingline Advances to the Borrower in an aggregate principal amount not to exceed the Swingline Sublimit at any time, provided that (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments in effect at such time, (ii) no Swingline Advance may mature after the Revolving Credit Maturity Date, and (iii) no Swingline Advance shall be made by the Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swingline Advance. The Borrower agrees that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met. Immediately upon the making of a Swingline Advance, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Advance in an amount equal to its Applicable Percentage of such Swingline Advance.
Appears in 2 contracts
Samples: Credit Agreement (Rowan Companies PLC), Credit Agreement (Rowan Companies Inc)
The Swingline Facility. On the terms and conditions set forth in this Agreement, the Swingline Lender may, in its sole and absolute discretion, from time-to-time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make Swingline Advances to the Borrower Borrowers in an aggregate principal amount not to exceed the Swingline Sublimit at any time, provided that (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments in effect at such time, (ii) no Swingline Advance may mature after the Revolving Credit Maturity Date, and (iii) no Swingline Advance shall be made by the Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swingline Advance. The Borrower agrees Borrowers agree that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Borrowers of the proceeds of such Swingline Advance shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met. Immediately upon the making of a Swingline Advance, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Advance in an amount equal to its Applicable Percentage of such Swingline Advance.
Appears in 2 contracts
Samples: Credit Agreement (Rowan Companies PLC), Credit Agreement (Rowan Companies PLC)
The Swingline Facility. On a. Subject to the conditions and upon the terms hereinafter set forth and in accordance with the terms and conditions set forth in this Agreement, provisions of the Swingline Note, Exhibit B affixed hereto, Swingline Lender may, in its sole agrees to lend and absolute discretion, from time-to-time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make advance Swingline Advances to Borrowers in the Borrower amounts and at the times provided below. Notwithstanding anything herein contained to the contrary, however, Borrowers shall not be entitled to any Swingline Advances on and after ten (10) calendar days prior to the Maturity Date.
b. With respect to each proposed Swingline Advance, an Authorized Representative shall give Swingline Lender written notice in an aggregate principal the form of the Notice of Swingline Advance ("Notice of Swingline Advance"), a copy of which is marked "Exhibit E", affixed hereto and by this reference incorporated herein and made a part hereof, to be received by Swingline Lender no later than 12:00 noon on the date for each proposed Swingline Advance specifying the requested amount not to exceed be funded. Swingline Lender shall deposit into the Swingline Sublimit at any timeDesignated Deposit Account in lawful money of the United States of America in immediately available funds such amounts as Borrowers may request, provided that provided, that: (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall Swingline Outstandings do not exceed the aggregate Revolving Commitments in effect at such timeFive Million Dollars ($5,000,000.00), (ii) no Swingline Advance may mature after the Revolving Credit Maturity Dateamount requested does not exceed the Available Borrowings, and (iii) no Default or Event of Default has occurred and is continuing, and (iv) the conditions precedent set forth in Sections 3.25 and 3.26 shall have been satisfied. Within the foregoing limitations, Borrowers may borrow, repay and reborrow under the Swingline Facility. Each Swingline Advance shall be made in an integral multiple of One Hundred Thousand Dollars ($100,000.00). Promptly after receipt of each request for a Swingline Advance, Swingline Lender shall obtain telephonic verification from Agent Bank that, giving effect to such request, the amount of such request does not exceed the then Available Borrowings (such verification to be promptly confirmed in writing). Unless notified to the contrary by the Swingline Lender, each repayment of a Swingline Advance shall be in an amount which is an integral multiple of One Hundred Thousand Dollars ($100,000.00), together with the accrued interest thereon. The Swingline Lender shall promptly notify the Agent Bank of the Swingline Outstandings each time there is a change therein.
c. Each Swingline Advance shall bear interest at the Base Rate plus the Applicable Margin and shall be payable at the times and in the manner set forth below and, in any event, on or before ten (10) days prior to the Maturity Date. Unless otherwise paid, interest accrued on the unpaid balance of Swingline Outstandings shall be paid monthly on or before the fifth (5th) day following receipt by Borrowers of an invoice from Swingline Lender setting forth the amount of such accrued interest. In the event any Swingline Advance is outstanding for thirty (30) consecutive Banking Business Days, then on the next Banking Business Day (unless Borrowers have made other arrangements acceptable to the Swingline Lender to pay the Swingline Outstanding in full or to continue such Swingline Outstanding), Borrowers shall request a Borrowing under the Credit Facility in an amount sufficient to pay the applicable Swingline Advance in full, together with all interest accrued thereon. Upon receipt of the amount of the Borrowing from the Lenders, the Agent Bank shall provide such amount to the Swingline Lender for repayment of the applicable Swingline Advance and the balance of the Borrowing, if any, shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrowers fail to request a Borrowing within the period specified above, Agent Bank shall, without notice to the Borrowers and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, including, without limitation the remedies set forth in Section 3.2 have not been met as of 7.02, promptly (but subject to the date of such Swingline Advance. The Borrower agrees that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swingline Advance the conditions notice periods for Borrowings set forth in Section 3.2 have been met. Immediately upon 2.03) cause a Borrowing to be made and funded by the making Lenders under the Credit Facility in the amount necessary to pay the applicable Swingline Advance in full, together with all interest accrued thereon, to the extent of a Swingline AdvanceAvailable Borrowings, each Revolving Lender and the Borrowers shall be deemed toto have requested such Borrowing and consented to its being made as provided for herein.
d. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed Swingline Outstandings pursuant hereto is several, and hereby irrevocably not joint or joint and unconditionally agrees to, purchase from the Swingline several. The failure of any Lender to perform its obligation to advance a risk participation Borrowing in such Swingline Advance in an a proportionate amount equal to its Applicable Percentage of such Lender's Syndication Interest of any unreimbursed Swingline AdvanceOutstandings shall neither relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund its obligations to Borrowers hereunder. The Borrowers agree to accept the Borrowings for payment of Swingline Outstandings as provided hereinabove, whether or not such Borrowings could have been made pursuant to the terms of Article III B or any other section of this Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Black Hawk Gaming & Development Co Inc)
The Swingline Facility. On 2.8.1. Subject to the conditions and upon the terms hereinafter set forth and in accordance with the terms and conditions set forth in this Agreement, provisions of the Swingline Note, on and after the Restatement Effective Date Swingline Lender may, in its sole agrees to lend and absolute discretion, from time-to-time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make advance Swingline Advances to the Borrower in the amounts and at the times provided below. Notwithstanding anything herein contained to the contrary, however, Borrower shall not be entitled to any Swingline Advances on and after thirty-five (35) calendar days prior to the Maturity Date.
2.8.2. With respect to each proposed Swingline Advance, an aggregate principal Authorized Officer shall no later than 1:00 p.m. on the date for such proposed Swingline Advance give Swingline Lender written notice in the form of the Notice of Swingline Advance ("Notice of Swingline Advance"), a copy of which is marked "Exhibit K", affixed hereto and by this reference incorporated herein and made a part hereof, specifying the requested amount not to exceed be funded. Swingline Lender shall deposit such amounts as Borrower may request into the Swingline Sublimit at any timeDesignated Deposit Account in lawful money of the United States of America in immediately available funds, provided that provided, that: (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall Swingline Outstandings do not exceed the aggregate Revolving Commitments in effect at such timeFour Million Dollars ($4,000,000.00), (ii) no Swingline Advance may mature after the Revolving Credit Maturity Dateamount requested does not exceed the Available Borrowings, and (iii) no Default or Event of Default has occurred and remains continuing. Furthermore, before making any Swingline Advance shall be made by Advances (if at such time any Lender is a Deteriorating Lender), the Swingline Lender if may condition the conditions set forth in Section 3.2 have not been met as of the date of such Swingline Advance. The Borrower agrees that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds funding of such Swingline Advance shall constitute a representation and warranty on receipt by the Borrower that Agent Bank on the date behalf of such Swingline Advance the conditions set forth in Section 3.2 have been met. Immediately upon the making of a Swingline Advance, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a of Participant Cash Collateralization or similar security satisfactory to the Swingline Lender (in its sole discretion) from such Deteriorating Lender in respect of such Deteriorating Lender’s risk participation in such Swingline Advances as set forth below or from Borrower in Cash to be deposited in the Cash Collateral Account in the amount of such Deteriorating Lender's risk participation in such Swingline Advance as set forth below. Such Deteriorating Lender hereby grants to the Agent Bank, for the benefit of the Swingline Lender, a security interest in all such Participant Cash Collateralization and all proceeds of the foregoing. Participant Cash Collateralization shall be maintained in blocked, deposit accounts at Agent Bank and may be invested in Cash Equivalents reasonably acceptable to the Agent Bank. If at any time the Agent Bank determines that any funds held as Participant Cash Collateralization are subject to any right or claim of any Person other than the Agent Bank or that the total amount of such funds is less than the aggregate risk participation of such Deteriorating Lender in the relevant Swingline Advance, the Borrower will, promptly upon demand by the Agent Bank, pay to the Agent Bank, as additional funds to be deposited into the Cash Collateral Account, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Participant Cash Collateralization that the Agent Bank determines to be free and clear of any such right and claim. At such times as there are Swingline Advances outstanding for which funds are on deposit as Participant Cash Collateralization, such funds shall be applied as and when determined by the Agent Bank, to reimburse and otherwise pay the applicable obligations owing to the Swingline Lender. Within the foregoing limitations, Borrower may borrow, repay and reborrow under the Swingline Facility.
2.8.3. Each Swingline Advance shall be in a minimum amount of Fifty Thousand Dollars ($50,000.00) and in increments of Ten Thousand Dollars ($10,000.00). Borrowers shall be entitled to no more than five (5) Swingline Advances during each calendar month. Promptly after receipt of each request for a Swingline Advance, Swingline Lender shall obtain telephonic verification from Agent Bank that, giving effect to such request, the amount of such request does not exceed the Available Borrowings (such verification to be promptly confirmed in writing). Unless Borrower is notified to the contrary by the Swingline Lender, each repayment of a Swingline Advance shall be in a minimum amount of Fifty Thousand Dollars ($50,000.00) and in increments of Ten Thousand Dollars ($10,000.00), together with the accrued interest thereon.
2.8.4. Each Swingline Advance shall bear interest at the Base Rate plus the Applicable Margin and shall be payable at the times and in the manner set forth below and, in any event, on or before thirty-five (35) days prior to the Maturity Date. Unless otherwise paid, interest accrued on the unpaid balance of Swingline Outstandings shall be paid monthly on the first day of each and every month. Each Swingline Advance shall be fully repaid no later than the first occurring Swingline Settlement Date occurring after such Swingline Advance is made. Unless Borrower has requested a LIBOR Loan for the purpose of repaying the Swingline Outstandings or made other arrangements acceptable to the Swingline Lender to pay the Swingline Outstanding in full or to continue such Swingline Outstanding, on the Banking Business Day immediately preceding the applicable Swingline Settlement Date, Borrower shall request a Borrowing under the Credit Facility as a Base Rate Loan in an amount sufficient to pay the applicable Swingline Advance in full. Upon receipt of the amount of the Borrowing from the Lenders, the Agent Bank shall provide such amount to the Swingline Lender for repayment of the applicable Swingline Advance and the balance of the Borrowing, if any, shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrower fails to request a Borrowing within the period specified above, Agent Bank shall, without notice to the Borrower and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, including, without limitation the remedies set forth in Section 7.02, promptly (but subject to the notice periods for Borrowings set forth in Section 2.03) request a Borrowing to be made and each of the Lenders agree to fund such Borrowing under the Credit Facility in the amount necessary to pay the applicable Swingline Advance in full, together with all interest accrued thereon, to the extent of Available Borrowings, and the Borrower shall be deemed to have requested such Borrowing and consented to its Applicable Percentage being made as provided for herein.
2.8.5. In the event Agent Bank fails or is restrained, prohibited or restricted from causing a Borrowing to be made as provided in (d) above or Lenders are restrained, prohibited or restricted from funding a Borrowing as provided in (d) above, the Swingline Lender may by written notice given to Agent Bank not later than 11:00 a.m. on any Banking Business Day require the Lenders to acquire participations on the next Banking Business Day in the Swingline Outstandings. Such notice shall specify the aggregate amount of the Swingline Outstandings in which the Lenders will participate. Promptly upon receipt of such notice, Agent Bank will give notice thereof to each Lender, specifying in such notice such Lender’s applicable Pro Rata Share of such Swingline AdvanceOutstandings. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent Bank, for the account of the Swingline Lender, such Lender’s Pro Rata Share of such Swingline Outstandings. Each Lender acknowledges and agrees that its obligation to acquire a participation in the Swingline Outstandings pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (provided that such payment shall not cause the unpaid balance of principal owing to such Lender under the Bank Facilities to exceed such Lender’s Syndication Interest in the Credit Facility). Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.03(a) with respect to Borrowings made by such Lender, and Agent Bank shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. Agent Bank shall notify Borrowers of any participations in any Swingline Outstandings acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Outstandings shall be made to Agent Bank and not to the Swingline Lender. Any amounts received by the Swingline Lender from Borrowers (or other party on behalf of Borrowers) in respect of Swingline Outstandings after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Agent Bank; any such amounts received by Agent Bank shall be promptly remitted by Agent Bank to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in Swingline Outstandings pursuant to this paragraph shall not relieve Borrowers of any default in the payment thereof.
2.8.6. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed Swingline Outstandings pursuant hereto is irrevocable and several, and not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing in a proportionate amount of such Lender's Syndication Interest of any unreimbursed Swingline Outstandings shall neither relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund of its obligations to Borrower hereunder. The Borrower agrees to accept the Borrowings for payment of Swingline Outstandings as provided hereinabove, whether or not such Borrowings could have been made pursuant to the terms of Article III B, or any other section of this Credit Agreement.
Appears in 1 contract
The Swingline Facility. On the terms and conditions set forth in this Agreement, the Swingline Lender may, in its sole and absolute discretion, from time-to-time to time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make Swingline Advances to the Borrower in an aggregate principal amount not to exceed the Swingline Sublimit at any time, provided that (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments in effect at such time, (ii) no Swingline Advance may mature after the Revolving Credit Maturity Date, and (iii) no Swingline Advance shall be made by the Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swingline Advance. The Borrower agrees that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met. Immediately upon the making of a Swingline Advance, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Advance in an amount equal to its Applicable Percentage of such Swingline Advance.
Appears in 1 contract
The Swingline Facility. On a. Subject to the conditions and upon the terms hereinafter set forth and in accordance with the terms and conditions set forth in this Agreement, provisions of the Swingline Note, Swingline Lender may, in its sole agrees to lend and absolute discretion, from time-to-time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make advance Swingline Advances to the Borrower in the amounts and at the times provided below. Notwithstanding anything herein contained to the contrary, however, Borrower shall not be entitled to any Swingline Advances prior to the occurrence of the Retainage Release Date or on and after ten (10) calendar days prior to the Maturity Date.
b. With respect to each proposed Swingline Advance, an aggregate principal Authorized Officer shall no later than 1:00 p.m. on the date for such proposed Swingline Advance give Swingline Lender written notice in the form of the Notice of Swingline Advance ("Notice of Swingline Advance"), a copy of which is marked "Exhibit N", affixed hereto and by this reference incorporated herein and made a part hereof, specifying the requested amount not to exceed be funded. Swingline Lender shall deposit such amounts as Borrower may request into the Swingline Sublimit at any timeDesignated Deposit Account in lawful money of the United States of America in immediately available funds, provided that provided, that: (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall Swingline Outstandings do not exceed the aggregate Revolving Commitments in effect at such timeTwo Million Five Hundred Thousand Dollars ($2,500,000.00), (ii) no Swingline Advance may mature after the Revolving Credit Maturity Dateamount requested does not exceed the Available Borrowings, (iii) the Completion Date has occurred, and (iiiiv) no Default or Event of Default has occurred and remains continuing. Within the foregoing limitations, Borrower may borrow, repay and reborrow under the Swingline Facility. Each Swingline Advance shall be made by the Swingline Lender if the conditions set forth in Section 3.2 have not been met as an integral multiple of the date Ten Thousand Dollars ($10,000.00). Promptly after receipt of such Swingline Advance. The Borrower agrees that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met. Immediately upon the making of each request for a Swingline Advance, each Revolving Swingline Lender shall obtain telephonic verification from Agent Bank that, giving effect to such request, the amount of such request does not exceed the Available Borrowings (such verification to be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from promptly confirmed in writing). Unless Borrower is notified to the contrary by the Swingline Lender Lender, each repayment of a risk participation in such Swingline Advance shall be in an amount equal to its Applicable Percentage which is an integral multiple of such Swingline AdvanceTen Thousand Dollars ($10,000.
Appears in 1 contract
Samples: Construction and Reducing Revolving Credit Agreement (Monarch Casino & Resort Inc)
The Swingline Facility. On the terms and conditions set forth in this Agreement, the Swingline Lender may, in its sole and absolute discretion, from time-to-time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make Swingline Advances to the Borrower in an aggregate principal amount not to exceed the Swingline Sublimit at any time, provided that (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments in effect at such time, (ii) no Swingline Advance may mature after the Revolving Credit Maturity Date, and (iii) no Swingline Advance shall be made by the Swingline Lender if the conditions set forth in Section 3.2 3.3 have not been met as of the date of such Swingline Advance. The Borrower agrees that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 3.3 have been met. Immediately upon the making of a Swingline Advance, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Advance in an amount equal to its Applicable Percentage of such Swingline Advance.
Appears in 1 contract
The Swingline Facility. On a. Subject to the conditions and upon the terms hereinafter set forth and in accordance with the terms and conditions set forth in this Agreement, provisions of the Swingline Note, Exhibit B affixed hereto, Swingline Lender may, in its sole agrees to lend and absolute discretion, from time-to-time on any Business Day from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make advance Swingline Advances to Borrowers in the Borrower amounts and at the times provided below. Notwithstanding anything herein contained to the contrary, however, Borrowers shall not be entitled to any Swingline Advances on and after ten (10) calendar days prior to the Maturity Date.
b. With respect to each proposed Swingline Advance, an Authorized Officer shall give Swingline Lender written notice in an aggregate principal the form of the Notice of Swingline Advance ("Notice of Swingline Advance"), a copy of which is marked "Exhibit E", affixed hereto and by this reference incorporated herein and made a part hereof, to be received by Swingline Lender no later than 1:00 p.m. on the date for each proposed Swingline Advance specifying the requested amount not to exceed be funded. Swingline Lender shall deposit into the Swingline Sublimit at any timeDesignated Deposit Account in lawful money of the United States of America in immediately available funds such amounts as Borrowers may request, provided that provided, that: (i) after giving effect to such Swingline Advance, the Revolving Outstanding Amount shall Swingline Outstandings do not exceed the aggregate Revolving Commitments in effect at such timeTen Million Dollars ($10,000,000.00), (ii) no Swingline Advance may mature after the Revolving Credit Maturity Dateamount requested does not exceed the Available Borrowings, and (iii) no Default or Event of Default has occurred and is continuing. No more than five (5) Swingline Advances may be outstanding at any one time. Within the foregoing limitations, Borrowers may borrow, repay and reborrow under the Swingline Facility. Each Swingline Advance shall be made by the Swingline Lender if the conditions set forth in Section 3.2 have not been met as an integral multiple of the date One Hundred Thousand Dollars ($100,000.00). Promptly after receipt of such Swingline Advance. The Borrower agrees that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met. Immediately upon the making of each request for a Swingline Advance, Swingline Lender shall obtain telephonic verification from Agent Bank that the amount of such request does not exceed the then Available Borrowings (such verification to be promptly confirmed in writing). Unless notified to the contrary by the Swingline Lender, each Revolving repayment of a Swingline Advance shall be in an amount which is an integral multiple of One Hundred Thousand Dollars ($100,000.00), together with the accrued interest thereon. The Swingline Lender shall promptly notify the Agent Bank of the Swingline Outstandings each time there is a change therein.
c. Each Swingline Advance shall bear interest at the Base Rate less one percent (1%) per annum and shall be payable at the times and in the manner set forth below and, in any event, on or before ten (10) days prior to the Maturity Date. Unless otherwise paid, interest accrued on the unpaid balance of Swingline Outstandings shall be paid monthly on or before the fifth (5th) day following receipt by Borrowers of an invoice from Swingline Lender setting forth the amount of such accrued interest. In the event any Swingline Advance is outstanding for five (5) consecutive Banking Business Days, then on the next Banking Business Day (unless Borrowers have made other arrangements acceptable to the Swingline Lender to pay the Swingline Outstanding in full), Borrowers shall request a Borrowing under the Credit Facility in an amount sufficient to pay the applicable Swingline Advance in full, together with all interest accrued thereon. The Agent Bank shall (unless the Swingline Advance was made after Agent Bank has given Borrowers and Swingline Lender written notice of the occurrence of an Event of Default) automatically provide such amount to the Swingline Lender for repayment of the applicable Swingline Advance and the balance of the Borrowing shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrowers fail to request a Borrowing within the six (6) Banking Business Day period specified above, Agent Bank shall (unless the Swingline Advance was made after Agent Bank has given Borrowers and Swingline Lender written notice of the occurrence of an Event of Default), without notice to or consent of the Borrowers and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, promptly cause a Borrowing to be made and funded by the Lenders under the Credit Facility in the amount necessary to pay the applicable Swingline Advance in full, together with all interest accrued thereon, to the extent of Available Borrowings, and the Borrowers shall be deemed toto have requested such Borrowing and consented to its being made as provided for herein.
d. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed Swingline Outstandings pursuant hereto is several, and hereby irrevocably not joint or joint and unconditionally agrees to, purchase from the Swingline several. The failure of any Lender to perform its obligation to advance a risk participation Borrowing in such Swingline Advance in an a proportionate amount equal to its Applicable Percentage of such Lender's Syndication Interest of any unreimbursed Swingline AdvanceOutstandings shall neither relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund its obligations to Borrowers hereunder. The Borrowers agree to accept the Borrowings for payment of Swingline Outstandings as provided hereinabove, whether or not such Borrowings could have been made pursuant to the terms of Article III B or any other section of this Credit Agreement.
Appears in 1 contract