Common use of Swingline Loan Commitment Clause in Contracts

Swingline Loan Commitment. On the terms and subject to the conditions of this Agreement, Swingline Lender, in its individual capacity, agrees to make a revolving credit facility available as loans under the USD Tranche (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to Company on a revolving basis at any time and from time to time from the Effective Date to the Facility Termination Date, during which period Company may borrow, repay, and reborrow in accordance with the provisions of this Agreement; provided that no Swingline Loan will be made in any amount that, after giving effect to such Swingline Loan, would cause: (i) the aggregate outstanding principal amount of the Swingline Loans to exceed $75,000,000 (the “Swingline Commitment Amount”); or (ii) the Aggregate Outstanding USD Tranche Credit Exposure to exceed the Aggregate USD Tranche Commitment Amount. Swingline Loans may be obtained and maintained as Base Rate Advances unless Swingline Lender agrees to different interest rate; provided that: (A) Swingline Lender may not agree to a different rate if an Event of Default exists; and (B) upon the occurrence and during the existence of any Event of Default, the Swingline Loans shall, at the option of Swingline Lender, bear interest until paid in full at a rate per annum equal to the Default Rate in effect for Base Rate Advances with respect to any Swingline Loan that has been made as a Base Rate Advance or, if any Swingline Loan accrues interest at a different rate, at a rate per annum equal to the sum of such rate plus 2.00%. Accrued interest on Swingline Loans is payable on the last day of each calendar month or, if any Event of Default has exists, on demand. On the Effective Date, Company, Agent and Swingline Lender acknowledge and agree that the aggregate outstanding principal balance of the “Swingline Loans” under the Existing Credit Agreement shall be deemed to be the initial Swingline Loans under this Agreement.

Swingline Loan Commitment. On the terms and subject to the conditions of this Agreement, Swingline Lender, in its individual capacity, agrees to make a revolving credit facility available as loans under the USD Tranche (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to Company on a revolving basis at any time and from time to time from the Effective Date to the Facility Termination Date, during which period Company may borrow, repay, and reborrow in accordance with the provisions of this Agreement; provided that no Swingline Loan will be made in any amount that, after giving effect to such Swingline Loan, would causecause the: (i) the aggregate outstanding principal amount of the Swingline Loans to exceed $75,000,000 60,000,000 (the “Swingline Commitment Amount”); or (ii) the Aggregate Outstanding USD Tranche Credit Exposure to exceed the Aggregate USD Tranche Commitment Amount. Swingline Loans may be obtained and maintained as Base Rate Advances unless Swingline Lender agrees to different interest rate; provided that: (A) Swingline Lender may not agree to a different rate if an a Default or Event of Default exists; and (B) upon the occurrence and during the existence of any Event of Default, the Swingline Loans shall, at the option of Swingline Lender, bear interest until paid in full at a rate per annum equal to the Default Rate in effect for Base Rate Advances with respect to any Swingline Loan that has been made as a Base Rate Advance or, if any Swingline Loan accrues interest at a different rate, at a rate per annum equal to the sum of such rate plus 2.00%. Accrued interest on Swingline Loans is payable on the last day of each calendar month or, if any Event of Default has exists, on demand. On the Effective Date, Company, Agent and Swingline Lender acknowledge and agree that the aggregate outstanding principal balance of the “Swingline Loans” under the Existing Credit Agreement shall be deemed to be the initial Swingline Loans under this Agreement.

Swingline Loan Commitment. On the terms and subject The Agent will make interim advances (hereinafter sometimes referred to as "Swingline Loans") of its own funds to the conditions of this Agreement, Swingline Lender, Company in its individual capacity, agrees an aggregate amount not to make a revolving credit facility available as loans under the USD Tranche (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to Company on a revolving basis exceed $2,000,000 at any one time and from time to time from the Effective Date to the Facility Termination Dateoutstanding; provided, during which period Company may borrowhowever, repay, and reborrow in accordance with the provisions of this Agreement; provided that no Swingline Loan will shall be made unless all conditions precedent for a Revolving Loan have been met. The aggregate amount of all Swingline Loans outstanding on the date any Revolving Loan is made shall be included as a previously disbursed portion of such Revolving Loan in which each Bank shall participate based upon its Pro Rata Share and the Agent shall thereupon be immediately reimbursed for the full amount of such Swingline Loans from the proceeds of such Revolving Loan. If no Revolving Loan is made for any amount thatperiod of 60 days, whether by reason of the failure to comply with any condition for a Revolving Loan or otherwise, each Bank shall, upon request of the Agent, on the Business Day after receiving such request, remit to the Agent such Bank's Pro Rata Share of all outstanding Swingline Loans, whereupon, such Swingline Loans shall be automatically converted to a Revolving Loan of the type designated by the Company (or if no such designation is made, then a Revolving Prime Rate Loan) effective on such next Business Day. In no event will any Swingline Loan be made if, after giving effect to such Swingline Loan, would cause: (i) the aggregate outstanding principal amount of the all Swingline Loans to exceed $75,000,000 (the “Swingline Commitment Amount”); or (ii) the Aggregate Outstanding USD Tranche Credit Exposure to and all Revolving Outstandings would exceed the Aggregate USD Tranche Commitment Maximum Available Amount. All Swingline Loans may shall be obtained made in minimum amounts of $250,000.00 and maintained as Base Rate Advances unless Swingline Lender agrees to different interest rate; provided that: (A) Swingline Lender may not agree to a different rate if an Event of Default exists; and (B) upon the occurrence and during the existence of any Event of Default, the Swingline Loans shallshall bear interest, at the option of Swingline LenderCompany's option, bear at the Prime Rate plus the applicable Prime Rate Margin or the Trailing Rate Average LIBOR plus the applicable Eurodollar Margin. If the Company fails to designate the interest until paid in full at a rate per annum equal to the Default Rate in effect for Base Rate Advances with respect to any Swingline Loan that has been made as a Base Rate Advance or, if any Swingline Loan accrues interest at a different rate, interest shall accrue at a rate per annum equal to the sum of such rate Prime Rate plus 2.00%. Accrued interest on Swingline Loans is payable on the last day of each calendar month or, if any Event of Default has exists, on demand. On the Effective Date, Company, Agent and Swingline Lender acknowledge and agree that the aggregate outstanding principal balance of the “Swingline Loans” under the Existing Credit Agreement shall be deemed to be the initial Swingline Loans under this Agreementapplicable Prime Rate Margin.

Swingline Loan Commitment. On the terms and subject to the conditions of this Agreementhereof, the Swingline LenderBank, in its individual capacity, capacity agrees to make a revolving credit facility available as loans under the USD Tranche (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to Company the Borrower on a revolving basis at any time and from time to time from the Effective Closing Date to the Facility Revolving Loan Termination Date, during which period Company the Borrower may borrow, repay, repay and reborrow in accordance with the provisions of this Agreementhereof; provided provided, however that no Swingline Loan will be made in any amount thatwhich, after giving effect to such Swingline Loanthereto, would causecause the: (i) the aggregate outstanding principal amount of the Swingline Loans to exceed $75,000,000 20,000,000 (the “Swingline Commitment Amount”); or (ii) the Aggregate Outstanding USD Tranche Credit Exposure Total Revolving Outstandings to exceed the Aggregate USD Tranche Revolving Commitment AmountAmounts. Swingline Loans may be obtained and maintained as Base Rate Advances unless the Swingline Lender Bank agrees to different interest rate; provided provided, that: (Av) the Swingline Lender Bank may not agree to a different rate if an a Default or Event of Default existshas occurred and is continuing; and (Bvi) upon the occurrence and during the existence continuance of any Event of Default, the Swingline Loans shall, at the option of Swingline LenderUSBNA, bear interest until paid in full at a rate per annum equal to the Default Rate in effect for Base Rate Advances with respect to any Swingline Loan that has been made as a Base Rate Advance or, if any Swingline Loan accrues interest at a different rate, at a rate per annum equal to the sum of such rate plus 2.00%. Accrued interest on Swingline Loans is shall be payable on the last day of each calendar month or, if any Event of Default has existsoccurred and is continuing, on demand. On the Effective Date, Company, Agent and Swingline Lender acknowledge and agree that the aggregate outstanding principal balance of the “Swingline Loans” under the Existing Credit Agreement shall be deemed to be the initial Swingline Loans under this Agreement.

Swingline Loan Commitment. On (a) Subject to the terms and subject to the conditions of set forth in this Agreement, Swingline Lender, in its individual capacity, Lender agrees to make a revolving credit facility available as loans under lend to the USD Tranche Borrower (each, a “Swingline Loan” and, collectively, the “Swingline Loans”), and the Borrower may borrow (and repay and reborrow) to Company on a revolving basis at any time and from time to time from between the Agreement Effective Date and the date which is five (5) Business Days prior to the Facility Termination Date, during which period Company may borrow, repay, and reborrow Revolving Credit Maturity Date upon notice by the Borrower to the Swingline Lender given in accordance with this Section 2.3, such sums as are requested by the provisions of this AgreementBorrower for the purposes set forth in Section 7.2 in an aggregate principal amount at any one time Outstanding not exceeding the Swingline Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be continuing or would arise as a result thereof; and (ii) the Outstanding principal amount of the Revolving Credit Loans and Swingline Loans and Letter of Credit Liabilities (after giving effect to all amounts requested), shall not at any time (x) exceed the Aggregate Revolving Credit Commitment, or (y) exceed the sum of (A) Borrowing Base Availability minus (B) the aggregate Outstanding Term Loans. Notwithstanding anything to the contrary contained in this Section 2.3, the Swingline Lender shall not be obligated to make any Swingline Loan at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Swingline Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with Section 2.11 and the Defaulting Lender shall not participate therein, except to the extent the Swingline Lender has entered into arrangements with the Borrower or such Defaulting Lender that are reasonably satisfactory to the Swingline Lender in its good faith determination to eliminate the Swingline Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. Swingline Loans shall constitute “Revolving Credit Loans” for all purposes hereunder. The funding of a Swingline Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in Section 5.2 have been satisfied or affirmatively waived on the date of such funding. The Swingline Lender may assume that the conditions in Section 5.2 have been satisfied or affirmatively waived unless Swingline Lender has received written notice from a Lender that such conditions have not been satisfied or affirmatively waived. Each Swingline Loan shall be due and payable within five (5) Business Days of the date such Swingline Loan was provided and the Borrower hereby agrees (to the extent not repaid as contemplated by Section 2.13 below) to repay each Swingline Loan on or before the date that is five (5) Business Days from the date such Swingline Loan was provided. No Swingline Loan may be refinanced by another Swingline Loan. (b) The Swingline Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B-3 hereto (the “Swingline Note”), dated the date of this Agreement and completed with appropriate insertions. The Swingline Note shall be payable to the order of the Swingline Lender in the principal face amount equal to the Swingline Commitment and shall be payable as set forth below. The Borrower irrevocably authorizes the Swingline Lender to make or cause to be made, at or about the time of the Borrowing Date of any Swingline Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swingline Lender’s Record reflecting the making of such Swingline Loan or (as the case may be) the receipt of such payment. The Outstanding amount of the Swingline Loans set forth on the Swingline Lender’s Record shall be prima facie evidence, absent manifest error, of the principal amount thereof owing and unpaid to the Swingline Lender, but the failure to record, or any error in so recording, any such amount on the Swingline Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swingline Note to make payments of principal of or interest on any Swingline Loan when due. (c) The Borrower shall request a Swingline Loan by delivering to the Swingline Lender a Borrowing Notice executed by an Authorized Officer no later than 11:00 a.m. (Eastern time) on the requested Borrowing Date specifying the amount of the requested Swingline Loan (which shall be in the minimum amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof) and providing the wire instructions for the delivery of the Swingline Loan proceeds. The Borrowing Notice shall also contain a certification by an Authorized Officer that no Default exists after giving effect to the making of such Swingline Loan. Each such Borrowing Notice shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swingline Loan on the Borrowing Date. Notwithstanding anything herein to the contrary, a Swingline Loan shall be a Floating Rate Loan and shall bear interest at the rate per annum equal to the Base Rate (or such lesser rate as the Borrower and Swingline Lender may mutually agree) plus the Applicable Margin for Floating Rate Loans. The proceeds of the Swingline Loan will be made in any amount thatdisbursed by wire by the Swingline Lender to the Borrower no later than 1:00 p.m. (Eastern time) on the Borrowing Date. (d) The Swingline Lender shall, within two (2) Business Days after giving effect the Borrowing Date with respect to such Swingline Loan, request each Revolving Credit Lender, including the Swingline Lender, to make a Revolving Credit Loan pursuant to Section 2.1 in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of the Swingline Loan Outstanding on the date such notice is given. In the event that the Borrower does not notify the Administrative Agent in writing otherwise on or before noon (Eastern time) of the second (2nd) Business Day after the Borrowing Date with respect to such Swingline Loan, the Administrative Agent shall notify the Revolving Credit Lenders that such Revolving Credit Loan shall be a LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a LIBOR Rate Loan would cause: be in contravention of this Agreement, then such notice shall indicate that such loan shall be a Floating Rate Loan. The Borrower hereby irrevocably authorizes and directs the Swingline Lender to so act on its behalf, and agrees that any amount advanced to the Administrative Agent for the benefit of the Swingline Lender pursuant to this Section 2.3(d) shall be considered a Revolving Credit Loan pursuant to Section 2.1. Unless any of the events described in Section 8.7 shall have occurred and is continuing beyond any applicable notice and cure period (in which event the procedures of Section 2.3(e) shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Swingline Lender for the account of the Swingline Lender at the Administrative Agent’s Head Office prior to 12:00 noon (Eastern time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the Revolving Credit Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Revolving Credit Notes. The proceeds of such Revolving Credit Loan shall be immediately applied to repay the Swingline Loans. (e) If for any reason a Swingline Loan cannot be refinanced by a Revolving Credit Loan pursuant to Section 2.3(d), each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to Section 2.3(d) was to have been made, purchase an undivided participation interest in the Swingline Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swingline Loan. Each Revolving Credit Lender will immediately transfer to the Swingline Lender in immediately available funds the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Revolving Credit Lender a Swingline Loan participation certificate dated the date of receipt of such funds and in such amount. (f) Whenever at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participation interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Credit Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. (g) Each Revolving Credit Lender’s obligation to fund a Revolving Credit Loan as provided in Section 2.3(d) or to purchase participation interests pursuant to Section 2.3(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower or Guarantors may have against the Swingline Lender after giving effect to the provisions of Section 2.11(c), the Borrower or Guarantors or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or Guarantors or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by the Borrower, Guarantors or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swingline Loan not so purchased or converted may be treated by the Administrative Agent and Swingline Lender as against such Revolving Credit Lender as a Revolving Credit Loan which was not funded by the non-purchasing Lender, thereby making such Lender a Defaulting Lender. Each Swingline Loan, once so sold or converted, shall cease to be a Swingline Loan for the purposes of this Agreement, but shall be a Revolving Credit Loan made by each Revolving Credit Lender under its Revolving Credit Commitment. (h) Upon demand by the Administrative Agent or the Swingline Lender at any time while a Lender is a Defaulting Lender, the Borrower shall deliver to the Administrative Agent for the benefit of the Swingline Lender within one (1) Business Day of such demand, cash collateral or other credit support reasonably satisfactory to the Swingline Lender in an amount equal to such Defaulting Lender’s Revolving Credit Commitment Percentage of the aggregate outstanding principal amount of the Swingline Loans to exceed $75,000,000 (the “Swingline Commitment Amount”); or (ii) the Aggregate Outstanding USD Tranche Credit Exposure to exceed the Aggregate USD Tranche Commitment Amount. Swingline Loans may be obtained and maintained as Base Rate Advances unless Swingline Lender agrees to different interest rate; provided that: (A) Swingline Lender may not agree to a different rate if an Event of Default exists; and (B) upon the occurrence and during the existence of any Event of Default, the Swingline Loans shall, at the option of Swingline Lender, bear interest until paid in full at a rate per annum equal to the Default Rate in effect for Base Rate Advances with respect to any Swingline Loan that has been made as a Base Rate Advance or, if any Swingline Loan accrues interest at a different rate, at a rate per annum equal to the sum of such rate plus 2.00%. Accrued interest on Swingline Loans is payable on the last day of each calendar month or, if any Event of Default has exists, on demand. On the Effective Date, Company, Agent and Swingline Lender acknowledge and agree that the aggregate outstanding principal balance of the “Swingline Loans” under the Existing Credit Agreement shall be deemed to be the initial Swingline Loans under this Agreementthen Outstanding.

Swingline Loan Commitment. On the terms and subject to the conditions of this Agreementhereof, the Swingline LenderBank, in its individual capacity, capacity agrees to make a revolving credit facility available as loans under the USD Tranche (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to Company the Borrower on a revolving basis at any time and from time to time from the Effective Closing Date to the Facility Revolving Loan Termination Date, during which period Company the Borrower may borrow, repay, repay and reborrow in accordance with the provisions of this Agreementhereof; provided provided, however that no Swingline Loan will be made in any amount thatwhich, after giving effect to such Swingline Loanthereto, would causecause the: (i) the aggregate outstanding principal amount of the Swingline Loans to exceed $75,000,000 30,000,000 (the “Swingline Commitment Amount”); or (ii) the Aggregate Outstanding USD Tranche Credit Exposure Total Revolving Outstandings to exceed the Aggregate USD Tranche Revolving Commitment AmountAmounts. Swingline Loans may be obtained and maintained as Base Rate Advances unless the Swingline Lender Bank agrees to different interest rate; provided provided, that: (Av) the Swingline Lender Bank may not agree to a different rate if an a Default or Event of Default existshas occurred and is continuing; and (Bvi) upon the occurrence and during the existence continuance of any Event of Default, the Swingline Loans shall, at the option of Swingline LenderUSBNA, bear interest until paid in full at a rate per annum equal to the Default Rate in effect for Base Rate Advances with respect to any Swingline Loan that has been made as a Base Rate Advance or, if any Swingline Loan accrues interest at a different rate, at a rate per annum equal to the sum of such rate plus 2.00%. Accrued interest on Swingline Loans is shall be payable on the last day of each calendar month or, if any Event of Default has existsoccurred and is continuing, on demand. On the Effective Date, Company, Agent and Swingline Lender acknowledge and agree that the aggregate outstanding principal balance of the “Swingline Loans” under the Existing Credit Agreement shall be deemed to be the initial Swingline Loans under this Agreement.