U.S. Swingline Commitment. (i) Subject to and upon the terms and conditions herein set forth, the U.S. Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Maturity Date, to make a loan or loans (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) in Dollars in the amount of that Borrowing available to the U.S. Borrowers by transferring same day funds to the U.S. Designated Account or such other account(s) as may be designated by the U.S. Parent Borrower in writing not later than 2:00 p.m. (New York City time). Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to U.S. Revolving Loans that are ABR Loans except that all payments thereon (including interest) shall be made to the U.S. Swingline Lender. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if (1) the U.S. Administrative Agent has received written notice from any U.S. Revolving Lender that one or more of the applicable conditions precedent set forth in Section 5 or Section 6 will not be satisfied on the date of the requested Borrowing, (2) after giving effect to the requested Borrowing, the Availability Conditions would not be satisfied on such date, or (3) such U.S. Swingline Loan would cause the aggregate outstanding principal balance of all U.S. Swingline Loans to exceed the U.S. Swingline Commitment. U.S. Swingline Loans shall at all times be ABR Loans. (ii) On any Business Day, the U.S. Swingline Lender may, in its sole discretion (and, if any U.S. Swingline Loan is outstanding for five Business Days, the U.S. Swingline Lender shall on such fifth Business Day), give notice to each U.S. Revolving Lender that all then outstanding U.S. Swingline Loans shall be funded with a Borrowing of U.S. Revolving Loans, in which case U.S. Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory U.S. Borrowing”) shall be made on the immediately succeeding Business Day by each U.S. Revolving Lender pro rata based on each such Lender’s Pro Rata Share, and the proceeds thereof shall be applied directly to the U.S. Swingline Lender to repay the U.S. Swingline Lender for such outstanding U.S. Swingline Loans. Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S. Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the U.S. Swingline Lender notwithstanding (i) that the amount of the Mandatory U.S. Borrowing may not comply with the Minimum Borrowing Amount, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing (unless the U.S. Swingline Lender has received written notice thereof from any Lender as contemplated above prior to the date such Swingline Loan was made), (iv) the date of such Mandatory U.S. Borrowing or (v) any reduction in the U.S. Revolving Commitments or the U.S. Borrowing Base after any such U.S. Swingline Loans were made. In the event that, in the sole judgment of the U.S. Swingline Lender, any Mandatory U.S. Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any U.S. Borrower), each U.S. Revolving Lender hereby agrees that it shall forthwith purchase from the U.S. Swingline Lender (without recourse or warranty) such participation of the outstanding U.S. Swingline Loans as shall be necessary to cause the U.S. Revolving Lenders to share in such U.S. Swingline Loans ratably based upon their respective Pro Rata Shares, provided that all principal and interest payable on such U.S. Swingline Loans shall be for the account of the U.S. Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such U.S. Revolving Lender purchasing the same from and after such date of purchase. (iii) If at any time that U.S. Swingline Loans are outstanding a U.S. Revolving Lender becomes a Defaulting Lender, all or any part of such U.S. Swingline Loans shall be reallocated among the non-Defaulting Lenders that are U.S. Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without giving effect to any such Defaulting Lender’s U.S. Revolving Commitments) but only to the extent (x) the sum of all non-Defaulting Lenders’ U.S. Revolving Commitments plus such Defaulting Lender’s pro rata share of such Swingline Loans does not exceed the total of all non-Defaulting Lenders’ U.S. Revolving Commitments and (y) the condition set forth in Section 6.1(a) is satisfied at such time; provided that, subject to Section 12.28, neither such reallocation nor any payment by a non-Defaulting Lender pursuant hereto will constitute a waiver or release of any claim any Borrower, any Lender, the U.S. Administrative Agent or U.S. Swingline Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender. If the reallocation described above cannot, or can only partially, be effected, the U.S. Borrowers shall within one Business Day following notice by the U.S. Administrative Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, the U.S. Swingline Lender shall be under no obligation to make any U.S. Swingline Loan at any time that any U.S. Revolving Lender is a Defaulting Lender unless it is satisfied that the related exposure will be 100% covered by the U.S. Revolving Commitments of the non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this Section 2.2 (and Defaulting Lenders shall not participate therein).
Appears in 1 contract
Samples: Abl Credit Agreement (Univar Inc.)
U.S. Swingline Commitment. (i) Subject to and upon the terms and conditions herein set forth, the U.S. Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Maturity Termination Date, to make a loan or loans (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) in Dollars in the amount of that Borrowing available to the U.S. Borrowers by transferring same day funds to the U.S. Designated Account or such other account(s) as may be designated by the U.S. Parent Borrower in writing not later than 2:00 p.m. (New York City time). Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to U.S. Revolving Loans that are ABR Loans except that all payments thereon (including interest) shall be made to the U.S. Swingline Lender. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if (1) the U.S. Administrative Agent has received written notice from any U.S. Revolving Lender that one or more of the applicable conditions precedent set forth in Section 5 or Section 6 will not be satisfied on the date of the requested Borrowing, (2) after giving effect to the requested Borrowing, the Availability Conditions would not be satisfied on such date, or (3) such U.S. Swingline Loan would cause the aggregate outstanding principal balance of all U.S. Swingline Loans to exceed the U.S. Swingline Commitment. U.S. Swingline Loans shall at all times be ABR Loans.
(ii) On any Business Day, the U.S. Swingline Lender may, in its sole discretion (and, if any U.S. Swingline Loan is outstanding for more than five Business Days, the U.S. Swingline Lender shall on such fifth Business Day), give notice to each U.S. Revolving Lender that all then then-outstanding U.S. Swingline Loans shall be funded with a Borrowing of U.S. Revolving Loans, in which case U.S. Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory U.S. Borrowing”) shall be made on the immediately succeeding Business Day by each U.S. Revolving Lender pro rata based on each such Lender’s Pro Rata Share, and the proceeds thereof shall be applied directly to the U.S. Swingline Lender to repay the U.S. Swingline Lender for such outstanding U.S. Swingline Loans. Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S. Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the U.S. Swingline Lender notwithstanding (i) that the amount of the Mandatory U.S. Borrowing may not comply with the Minimum Borrowing Amount, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing (unless the U.S. Swingline Lender has received written notice thereof from any Lender as contemplated above prior to the date such Swingline Loan was made), (iv) the date of such Mandatory U.S. Borrowing or (v) any reduction in the U.S. Revolving Commitments or the U.S. Borrowing Base after any such U.S. Swingline Loans were made. In the event that, in the sole judgment of the U.S. Swingline Lender, any Mandatory U.S. Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any U.S. Borrower), each U.S. Revolving Lender hereby agrees that it shall forthwith purchase from the U.S. Swingline Lender (without recourse or warranty) such participation of the outstanding U.S. Swingline Loans as shall be necessary to cause the U.S. Revolving Lenders to share in such U.S. Swingline Loans ratably based upon their respective Pro Rata Shares, provided that all principal and interest payable on such U.S. Swingline Loans shall be for the account of the U.S. Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such U.S. Revolving Lender purchasing the same from and after such date of purchase.
(iii) If at any time that U.S. Swingline Loans are outstanding a U.S. Revolving Lender becomes a Defaulting Lender, all or any part of such U.S. Swingline Loans shall be reallocated among the non-Defaulting Lenders that are U.S. Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without giving effect to any such Defaulting Lender’s U.S. Revolving Commitments) but only to the extent (x) the sum of all non-Defaulting Lenders’ U.S. Revolving Commitments plus such Defaulting Lender’s pro rata share of such Swingline Loans does not exceed the total of all non-Defaulting Lenders’ U.S. Revolving Commitments and (y) the condition set forth in Section 6.1(a) is satisfied at such time; provided that, subject to Section 12.28, that neither such reallocation nor any payment by a non-Defaulting Lender pursuant hereto will constitute a waiver or release of any claim any Borrower, any Lender, the U.S. Administrative Agent or U.S. Swingline Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender. If the reallocation described above cannot, or can only partially, be effected, the U.S. Borrowers shall within one Business Day following notice by the U.S. Administrative Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, the U.S. Swingline Lender shall be under no obligation to make any U.S. Swingline Loan at any time that any U.S. Revolving Lender is a Defaulting Lender unless it is satisfied that the related exposure will be 100% covered by the U.S. Revolving Commitments of the non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this Section 2.2 (and Defaulting Lenders shall not participate therein).
Appears in 1 contract
Samples: Abl Credit Agreement (Univar Inc.)
U.S. Swingline Commitment. (i) Subject to and upon the terms and conditions herein set forth, the U.S. Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Restatement Effective Closing Date and prior to the Revolving Maturity Date, to make a loan or loans (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) in Dollars in the amount of that Borrowing available to the U.S. Borrowers by transferring same day funds to the U.S. Designated Account or such other account(s) as may be designated by the U.S. Parent Borrower in writing not later than 2:00 p.m. (New York City time). Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to U.S. Revolving Loans that are ABR Loans except that all payments thereon (including interest) shall be made to the U.S. Swingline Lender. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if (1) the U.S. Administrative Agent has received written notice from any U.S. Revolving Lender that one or more of the applicable conditions precedent set forth in Section 5 or Section 6 will not be satisfied on the date of the requested Borrowing, (2) after giving effect to the requested Borrowing, the Availability Conditions would not be satisfied on such date, or (3) such U.S. Swingline Loan would cause the aggregate outstanding principal balance of all U.S. Swingline Loans to exceed the U.S. Swingline Commitment. U.S. Swingline Loans shall at all times be ABR Loans.
(ii) On any Business Day, the U.S. Swingline Lender may, in its sole discretion (and, if any U.S. Swingline Loan is outstanding for five Business Days, the U.S. Swingline Lender shall on such fifth Business Day), give notice to each U.S. Revolving Lender that all then outstanding U.S. Swingline Loans shall be funded with a Borrowing of U.S. Revolving Loans, in which case U.S. Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory U.S. Borrowing”) shall be made on the immediately succeeding Business Day by each U.S. Revolving Lender pro rata based on each such Lender’s Pro Rata Share, and the proceeds thereof shall be applied directly to the U.S. Swingline Lender to repay the U.S. Swingline Lender for such outstanding U.S. Swingline Loans. Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S. Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the U.S. Swingline Lender notwithstanding (i) that the amount of the Mandatory U.S. Borrowing may not comply with the Minimum Borrowing Amount, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing (unless the U.S. Swingline Lender has received written notice thereof from any Lender as contemplated above prior to the date such Swingline Loan was made), (iv) the date of such Mandatory U.S. Borrowing or (v) any reduction in the U.S. Revolving Commitments or the U.S. Borrowing Base after any such U.S. Swingline Loans were made. In the event that, in the sole judgment of the U.S. Swingline Lender, any Mandatory U.S. Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any U.S. Borrower), each U.S. Revolving Lender hereby agrees that it shall forthwith purchase from the U.S. Swingline Lender (without recourse or warranty) such participation of the outstanding U.S. Swingline Loans as shall be necessary to cause the U.S. Revolving Lenders to share in such U.S. Swingline Loans ratably based upon their respective Pro Rata Shares, provided that all principal and interest payable on such U.S. Swingline Loans shall be for the account of the U.S. Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such U.S. Revolving Lender purchasing the same from and after such date of purchase.
(iii) If at any time that U.S. Swingline Loans are outstanding a U.S. Revolving Lender becomes a Defaulting Lender, all or any part of such U.S. Swingline Loans shall be reallocated among the non-Defaulting Lenders that are U.S. Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without giving effect to any such Defaulting Lender’s U.S. Revolving Commitments) but only to the extent (x) the sum of all non-Defaulting Lenders’ U.S. Revolving Commitments plus such Defaulting Lender’s pro rata share of such Swingline Loans does not exceed the total of all non-Defaulting Lenders’ U.S. Revolving Commitments and (y) the condition set forth in Section 6.1(a) is satisfied at such time; provided that, subject to Section 12.28, that neither such reallocation nor any payment by a non-Defaulting Lender pursuant hereto will constitute a waiver or release of any claim any Borrower, any Lender, the U.S. Administrative Agent or U.S. Swingline Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender. If the reallocation described above cannot, or can only partially, be effected, the U.S. Borrowers shall within one Business Day following notice by the U.S. Administrative Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, the U.S. Swingline Lender shall be under no obligation to make any U.S. Swingline Loan at any time that any U.S. Revolving Lender is a Defaulting Lender unless it is satisfied that the related exposure will be 100% covered by the U.S. Revolving Commitments of the non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this Section 2.2 (and Defaulting Lenders shall not participate therein).
Appears in 1 contract
Samples: Abl Credit Agreement (Univar Inc.)
U.S. Swingline Commitment. (i) Subject to and upon the terms and conditions herein set forth, the U.S. Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Maturity Date, to make a loan or loans (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) in Dollars in the amount of that Borrowing available to the U.S. Borrowers by transferring same day funds to the U.S. Designated Account or such other account(s) as may be designated by the U.S. Parent Borrower in writing not later than 2:00 p.m. (New York City time). Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to U.S. Revolving Loans that are ABR Loans except that all payments thereon (including interest) shall be made to the U.S. Swingline Lender. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if (1) the U.S. Administrative Agent has received written notice from any U.S. Revolving Lender that one or more of the applicable conditions precedent set forth in Section 5 or Section 6 will not be satisfied on the date of the requested Borrowing, (2) after giving effect to the requested Borrowing, the Availability Conditions would not be satisfied on such date, or (3) such U.S. Swingline Loan would cause the aggregate outstanding principal balance of all U.S. Swingline Loans to exceed the U.S. Swingline Commitment. U.S. Swingline Loans shall at all times be ABR Loans.
(ii) On any Business Day, the U.S. Swingline Lender may, in its sole discretion (and, if any U.S. Swingline Loan is outstanding for five Business Days, the U.S. Swingline Lender shall on such fifth Business Day), give notice to each U.S. Revolving Lender that all then outstanding U.S. Swingline Loans shall be funded with a Borrowing of U.S. Revolving Loans, in which case U.S. Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory U.S. Borrowing”) shall be made on the immediately succeeding Business Day by each U.S. Revolving Lender pro rata based on each such Lender’s Pro Rata Share, and the proceeds thereof shall be applied directly to the U.S. Swingline Lender to repay the U.S. Swingline Lender for such outstanding U.S. Swingline Loans. Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S. Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the U.S. Swingline Lender notwithstanding (i) that the amount of the Mandatory U.S. Borrowing may not comply with the Minimum Borrowing Amount, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing (unless the U.S. Swingline Lender has received written notice thereof from any Lender as contemplated above prior to the date such Swingline Loan was made), (iv) the date of such Mandatory U.S. Borrowing or (v) any reduction in the U.S. Revolving Commitments or the U.S. Borrowing Base after any such U.S. Swingline Loans were made. In the event that, in the sole judgment of the U.S. Swingline Lender, any Mandatory U.S. Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any U.S. Borrower), each U.S. Revolving Lender hereby agrees that it shall forthwith purchase from the U.S. Swingline Lender (without recourse or warranty) such participation of the outstanding U.S. Swingline Loans as shall be necessary to cause the U.S. Revolving Lenders to share in such U.S. Swingline Loans ratably based upon their respective Pro Rata Shares, provided that all principal and interest payable on such U.S. Swingline Loans shall be for the account of the U.S. Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such U.S. Revolving Lender purchasing the same from and after such date of purchase.
(iii) If at any time that U.S. Swingline Loans are outstanding a U.S. Revolving Lender becomes a Defaulting Lender, all or any part of such U.S. Swingline Loans shall be reallocated among the non-Defaulting Lenders that are U.S. Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without giving effect to any such Defaulting Lender’s U.S. Revolving Commitments) but only to the extent (x) the sum of all non-Defaulting Lenders’ U.S. Revolving Commitments plus such Defaulting Lender’s pro rata share of such Swingline Loans does not exceed the total of all non-Defaulting Lenders’ U.S. Revolving Commitments and (y) the condition set forth in Section 6.1(a) is satisfied at such time; provided that, subject to Section 12.28, neither such reallocation nor any payment by a non-Defaulting Lender pursuant hereto will constitute a waiver or release of any claim any Borrower, any Lender, the U.S. Administrative Agent or U.S. Swingline Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender. If the reallocation described above cannot, or can only partially, be effected, the U.S. Borrowers shall within one Business Day following notice by the U.S. Administrative Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, the U.S. Swingline Lender shall be under no obligation to make any U.S. Swingline Loan at any time that any U.S. Revolving Lender is a Defaulting Lender unless it is satisfied that the related exposure will be 100% covered by the U.S. Revolving Commitments of the non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this Section 2.2 (and Defaulting Lenders shall not participate therein).
Appears in 1 contract
