Common use of Swingline Loans Clause in Contracts

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Revolving Credit Agreement (Enterprise Products Partners L P)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrower at any time and CEGP (subject to the CEGP Sublimit) from time to time during on or after the Availability PeriodOriginal Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 7,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Revolving Credit Commitments. The Swingline Lender shall not be required have no duty to make a or continue to make Swingline Loan to refinance an outstanding Swingline LoanLoans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfax), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Lender’s Applicable 's Revolving Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Revolving Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.02 with respect to Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may resign at any time that there shall exist a Defaulting by giving 180 days prior written notice to the Administrative Agent, the Lenders and the Borrower, and may be removed at any time by the Borrower by notice to the Swingline Lender, the Borrower or CEGPAdministrative Agent and the Lenders, as applicable, shall, if in each case to be effective only upon the full amount appointment of the Fronting Exposure with respect to such Defaulting a successor Swingline Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the following sentence. Upon the acceptance of any appointment as the Swingline Lender cash collateral hereunder by a Lender that shall agree to serve as successor Swingline Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swingline Lender. At the time such removal or resignation shall become effective, the Borrower shall pay all outstanding Swingline Loans together with all interest accrued thereon. The acceptance of any appointment as the Swingline Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in an amount equal a form satisfactory to 102% the Borrower and the Administrative Agent, and, from and after the effective date of such unallocated Fronting Exposure agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swingline Lender under this Agreement and the other Credit Documents and (ii) references herein and in the other Credit Documents to secure such unallocated Fronting Exposure with respect the term "Swingline Lender" shall be deemed to refer to such Defaulting successor or to any previous Swingline Lender’s , or to such successor and all previous Swingline Exposure Lenders, as required pursuant to Section 2.06(j)the context shall require. After the resignation or removal of the Swingline Lender hereunder, the retiring Swingline Lender shall remain a party hereto.

Appears in 1 contract

Sources: Credit Agreement (Cross Country Inc)

Swingline Loans. (a) Subject Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender agrees may elect to make have the terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to the take place on a periodic basis as set forth in Section 2.4(c). Each Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that hereby authorizes the Swingline Lender shall not be required to make a to, and Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the Borrower and CEGP (subject amount of the Swingline Loan requested to the CEGP Sublimitapplicable Funding Account (i) may borrow, prepay and reborrow on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline LoansLoans outstanding at any time shall not exceed $10,000,000. Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan). (b) To request Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of each Lender with a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice Revolving Loan Commitment shall be irrevocable deemed, without further action by any party hereto, to have unconditionally and shall specify irrevocably purchased from the requested date (which shall be a Business Day)Swingline Lender, whether without recourse or warranty, an undivided interest and participation in such Swingline Loan is for the Borrower or CEGP, and amount in proportion to its Pro Rata Share of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerRevolving Loan Commitment. The Swingline Lender shall make each may, at any time, require the applicable Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan available purchased hereunder, Agent shall promptly distribute to the Borrower or CEGPsuch Lender, as applicable, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, such Agent in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date respect of such Swingline Loan. (c) The Agent, on behalf of Swingline Lender, shall request settlement (a “Settlement”) with respect to Swingline Loans with the Lenders holding a Revolving Loan Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than noon, Chicago time on the date of such requested Settlement (the “Settlement Date”). Each applicable Lender (other than the Swingline Lender) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement is requested to Agent, to such account of Agent as Agent may by written notice given to the Administrative Agent designate, not later than 10:00 a.m.2:00 p.m., New York City Chicago time, on any Business Day require such Settlement Date. Settlements may occur during the Lenders to acquire participations on such Business Day existence of a Default and whether or not the applicable conditions precedent set forth in all or a portion of the Swingline Loans outstandingSection 4.2 have then been satisfied. Such notice amounts transferred to Agent shall specify be applied against the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account amounts of the Swingline Lender’s Swingline Loans and, together with such Swingline Lender’s Applicable Percentage Pro Rata Share of such Swingline Loan or Swingline LoansLoan, as the case may beshall constitute Revolving Loans of such Lenders, respectively. Each Lender acknowledges and agrees that its obligation If any such amount is not transferred to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected Agent by any circumstance whatsoeverapplicable Lender on such Settlement Date, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made entitled to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline recover such amount on demand from such Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereoftogether with interest thereon. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Loan and Security Agreement (Rubicon Technologies, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 150,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitAggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon4:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline LoanLoan and whether such Swingline Loan shall be an ABR Revolving Loan bearing interest at a rate per annum applicable to an ABR Revolving Loan or shall bear interest at an alternate rate agreed upon by the Borrower and the Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 9:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of any of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (dc) At any time that there shall exist Upon the making of a Defaulting Lender, Swingline Loan (whether before or after the Borrower or CEGP, as applicable, shall, if the full amount occurrence of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iva Default), deliver each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage. The Swingline Lender may, at any time, require the Lenders to fund their participations, and each Lender hereby absolutely and unconditionally agrees to pay to the Swingline Lender cash collateral such Lender’s Applicable Percentage of each Swingline Loan. From and after the date, if any, on which any Lender is required to fund its participation in an amount equal any Swingline Loan purchased hereunder, the Administrative Agent shall promptly distribute to 102% such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)Loan.

Appears in 1 contract

Sources: Credit Agreement (Dean Foods Co)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by the Swingline Lender exceeding $100,000,00035,000,000, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Commitment and (iii) the sum of the total Exposures Revolving Credit Exposure exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitCommitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (if promptly confirmed by telecopyin writing consistent with such telephonic notice), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall may make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(d). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a Defaulting party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as Swingline Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower or CEGPand the Lenders, as applicablein which case, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (Fortune Brands Home & Security, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the US Tranche Swingline Lender agrees to make US Tranche Swingline Loans in US Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding US Tranche Swingline Loans exceeding $100,000,000, 30,000,000 or (ii) the sum of the total US Tranche Revolving Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitUS Tranche Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Subject to the terms and conditions set forth herein, the applicable Foreign Tranche Swingline Lender agrees to make Foreign Tranche Swingline Loans in Euro or another Alternative Currency to its corresponding Foreign Borrower and in US Dollars to the Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding Foreign Tranche Swingline Loans exceeding the US Dollar Equivalent of $10,000,000 or (ii) the total Foreign Tranche Exposures exceeding the total Foreign Tranche Commitments; provided that no Foreign Tranche Swingline Lender shall be required to make a Foreign Tranche Swingline Loan to refinance an outstanding Foreign Tranche Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Applicable Agent of such request by telephone (or, with respect to the Administrative Agent, by e-mail in accordance with Section 11.01, and in any event as confirmed by telecopy), not later than 12:00 noon(w) 2:00 p.m., New York City time, city time on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent Loan for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), administered by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPx) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).10:00 a.

Appears in 1 contract

Sources: Credit Agreement (Schulman a Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Administrative Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, US$20,000,000 or (ii) the sum aggregate Revolving Credit Exposures of the total Exposures all Lenders exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitCommitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Administrative Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Administrative Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan and other relevant information that would be required under Section 2.3 if the Swingline Loan were a Revolving Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Administrative Borrower. The Swingline Lender shall make each Swingline Loan available to the Administrative Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Administrative Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.5(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the applicable Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each applicable Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to promptly pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each applicable Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each applicable Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.6 with respect to Loans made by such Lender (and Section 2.07 2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Administrative Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Administrative Borrower or CEGP (or other party on behalf of the Borrower or CEGPAdministrative Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Administrative Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Administrative Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Parexel International Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $100,000,000, 10,000,000 or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP SublimitAggregate Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic delivery to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the location and number of the account to which funds are to be disbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. The Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent will promptly shall advise the Swingline Lender of any such notice received from the Borrowerdetails thereof. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wire transfer to the general deposit account of specified in such Borrowing Request or to the Borrower or CEGPapplicable Issuing Bank, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)may be, by remittance to the Issuing Bank) by 3:00 2:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02. Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party Person on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower or CEGP of any default in the payment thereofits obligation to repay such Swingline Loan. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Costar Group Inc)

Swingline Loans. (ai) Subject to the terms and conditions set forth herein, the each Swingline Lender severally agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) in U.S. Dollars from time to time during the Availability Periodperiod from the date hereof to such Swingline Lender’s Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i1) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000100,000,000 in the aggregate or $50,000,000 individually for each such Swingline Lender, and (ii2) the sum of the total Exposures Outstanding Credit Extensions exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitAggregate Commitment Amount; provided that the such Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be made as Base Rate Advances or, subject to the provisions of Section 2.06(c), Cost of Funds Advances, and shall be repaid no later than 7 days after the date any Swingline Lender makes a Swingline Loan available to the Borrower (“Swingline Repayment Date”). (bii) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent and the applicable Swingline Lender of such request by telephone (confirmed by telecopyfacsimile), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the Swingline Lender from which the Borrower seeks the Swingline Loan, the Type of Advance, the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. The applicable Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m.P.M., New York City time, on the requested date of such Swingline Loan, and each Swingline Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such Swingline Lender, a participation in such Swingline Loan and the related Swingline Obligation in proportion to its Pro Rata Share. (ciii) The If the Borrower fails to repay fully the Swingline Loan by the Swingline Repayment Date, the Borrower shall be deemed to have requested that a Revolving Loan constituting Base Rate Advances be disbursed to reimburse the Swingline Lender may by written notice given in an amount equal to the Administrative Agent not later than 10:00 a.m.unpaid Swingline Loan. In such event, New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice Lender shall specify promptly notify the aggregate amount of Swingline Loans in which the Lenders will participateAdministrative Agent. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage Pro Rata Share of such Advance. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the manner as provided in Section 2.02(a)(i) with respect to Revolving Loans made by such Lender (and Section 2.02(a)(i) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. (iv) If any Swingline Loan is not fully refinanced by the making of the Base Rate Advances as provided in Section 2.02(b)(iii) above because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason, the Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 A.M., New York City time, on any Business Day require the Lenders to fund their participations on such Business Day in all of the Swingline Loans outstanding. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage Pro Rata Share of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.02(a)(i) with respect to Revolving Loans made by such Lender (and Section 2.07 2.02(a)(i) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a the Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (dv) At any time that there Each Borrowing constituting Swingline Loans shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full at all times be in an aggregate amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% $5,000,000 or a higher integral multiple of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)$1,000,000.

Appears in 1 contract

Sources: Credit Agreement (Baltimore Gas & Electric Co)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Periodperiod from and including the Effective Date to and up to, but excluding, the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00030,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Credit Exposure of the Lender acting as the Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment, or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP aggregate Revolving Credit Exposure exceeding the CEGP SublimitAggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall pay to the Administrative Agent, for the account of the Swingline Lender or each Revolving Lender, as applicable, pursuant to Section 2.08(c), the outstanding aggregate principal and accrued and unpaid interest under each Swingline Loan no later than fifteen (15) days following such Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone written notice (or telephonic notice promptly confirmed by telecopysuch written notice), not later than 12:00 noonp.m., New York City Eastern time, on the day date of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City Eastern time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day shall participate in all or a portion of the Swingline Loans outstandingaccording to their respective Applicable Percentages. Such notice shall specify the aggregate amount of Upon any Swingline Loans in which the Lenders will participate. Promptly upon receipt of such noticeBorrowing, the Administrative Agent will shall give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the LendersRevolving Lenders and shall distribute the payments received from the Borrower to the Swingline Lender and the other Revolving Lenders as their interests appear with respect to such Swingline Loans. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At . Notwithstanding the foregoing, a Lender shall not have any time that there shall exist obligation to acquire a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated participation in a Swingline Loan pursuant to Section 2.21(a)(iv), deliver to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender cash collateral in an amount equal writing, at least one (1) Business Day prior to 102% the time such Swingline Loan was made, that such Event of Default has occurred and that such unallocated Fronting Exposure to secure Lender will not acquire participations in Swingline Loans made while such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)Event of Default is continuing.

Appears in 1 contract

Sources: Senior Secured Credit Agreement (Exterran Partners, L.P.)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers from time to time during the Revolving Availability PeriodPeriod denominated in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of the Swingline Lender exceeding $100,000,000, its Swingline Commitment or (ii) the sum of the total aggregate Revolving Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPaggregate Revolving Commitments, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Parent Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by telecopy)in writing, not later than 12:00 noon10:00 a.m., New York City time, or, if agreed by the Swingline Lender, 2:00 p.m., New York time, on the day of a such proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline LoanLoan and in the case of any ABR Revolving Loan Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the such Borrower or CEGP, as applicable, by means of a credit to the general deposit account accounts of the such Borrower or CEGP, as applicable, maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Borrowers (or other party Person on behalf of the Borrower or CEGPBorrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrowers, if and to the extent such payment is required to be refunded to the Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Borrowers of any default in the payment thereof. (d) At The Parent Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that there agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall exist a Defaulting be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, the existing Swingline Lender and the Parent Borrower, executed by the Borrowers, the Administrative Agent, the existing Swingline Lender and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Parent Borrower or CEGPmay terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, as applicable, shall, if with a copy to the full amount Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the Fronting delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such Defaulting Lender has termination, but shall not been reallocated pursuant to Section 2.21(a)(iv), deliver make any additional Swingline Loans. (f) Subject to the appointment and acceptance of a successor ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, any Swingline ▇▇▇▇▇▇ may resign as a Swingline ▇▇▇▇▇▇ at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrowers and the Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (Penguin Solutions, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, Company in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 15,000,000 or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP any Lender’s Exposure exceeding the CEGP Sublimitits Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Company may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Company shall notify submit to the Administrative Agent a completed Borrowing Request, executed by a Responsible Officer of the Company (provided that, if such request by telephone (confirmed by telecopy)Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement shall be waived) not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, Company by means of a credit to the general deposit an account of the Borrower or CEGP, as applicable, Company with the Swingline Lender Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.22(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender▇▇▇▇▇▇’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.04 with respect to Loans made by such Lender (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Company (or other party on behalf of the Borrower or CEGPCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Company of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Company, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.10(a). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a Defaulting party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGPSwingline ▇▇▇▇▇▇ may resign as the Swingline ▇▇▇▇▇▇ at any time upon thirty days’ prior written notice to the Administrative Agent, as applicablethe Company and the Lenders, shallin which case, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.21(d) above.

Appears in 1 contract

Sources: Credit Agreement (Kla Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by the Swingline Lender exceeding $100,000,000the Swingline Commitment (notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender’s outstanding Revolving Loans, may exceed the Swingline Lender’s Commitment) or (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitCommitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline LoanLoans, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon4:00 p.m., New York City time, on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGPLoans. Each such notice shall be irrevocable and shall specify be confirmed promptly by hand delivery or electronic communication in PDF format to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or facsimile to the requested date (which shall be Administrative Agent of a Business Day), whether such Swingline Loan is for written Borrowing Request in the Borrower form attached hereto as Exhibit E or CEGP, in another form approved by the Administrative Agent and amount of signed by the requested Swingline LoanBorrower. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each fund the requested Swingline Loan Loans by wire transfer of immediately available funds to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with Administrative Agent most recently designated by it for such purpose by notice to the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 5:00 p.m., New York City time, on the requested date of such Swingline Loan; provided that if the Borrower notifies the Administrative Agent of such request between 9:00 a.m., New York City time, and 4:00 p.m., New York City time, on any applicable Business Day, the Swingline Lender will use commercially reasonable efforts to fund the requested Swingline Loan in the manner described above within one hour of such notice. The Administrative Agent will make such Swingline Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrower’s request. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender Administrative Agent from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan Loans after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At [Reserved]. (e) Notwithstanding any time that there shall exist a Defaulting Lenderother provision hereof, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to and the Swingline Lender cash collateral in may agree from time to time upon mutually satisfactory separate arrangements for the borrowing and funding of Swingline Loans. Such provisions may include, among other things, the making of Swingline Loans through disbursements made from an amount equal automatic sweep account, which Swingline Loans shall be deemed to 102% be made upon the making of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)disbursements.

Appears in 1 contract

Sources: Credit Agreement (Td Ameritrade Holding Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans Loans, denominated in dollars, to each of the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00050,000,000, (ii) the sum aggregate principal amount of the total Exposures outstanding Swingline Loans made by the Swingline Lender, together with the Dollar Revolving Exposure of the Swingline Lender, exceeding the total Commitments aggregate principal amount of the Dollar Revolving Commitment of the Swingline Lender or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Dollar Revolving Exposure exceeding the CEGP SublimitAggregate Dollar Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)telephone, not later than 12:00 noon, New York City time, on the day of a such proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic imaging to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the applicable Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the applicable Borrower or CEGP, as applicable, maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to Section 2.05(e) to reimburse such Issuing Bank, to such Revolving Lenders and such Issuing Bank as their interests may appear) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Business Day require the Dollar Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstandingmade by the Swingline Lender and outstanding at such time. Such notice shall specify the aggregate amount of Swingline Loans in which the Dollar Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Dollar Revolving Lender, specifying in such notice such Lender’s Dollar Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Dollar Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Dollar Applicable Percentage of such Swingline Loan or Swingline Loans. Each Dollar Revolving Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Swingline Loan was made, the Majority in Interest of the Dollar Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the case may beconditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Dollar Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Dollar Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Dollar Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersDollar Revolving Lenders under this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Dollar Revolving Lenders. The Administrative Agent shall notify the Borrower Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the a Borrower or CEGP (or other party Person on behalf of the Borrower or CEGPa Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Dollar Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, and thereafter to the applicable Borrower, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower or CEGP of any default in the payment thereofits obligation to repay such Swingline Loan. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Allegion PLC)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) Company from time to time during the 2018 Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00025,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2016 Revolving Global Credit Exposures exceeding the aggregate 2016 Revolving Global Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2018 Revolving Credit Global Exposures exceeding the aggregate 2018 Revolving Global Commitments, (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Facility Revolving Credit Exposures exceeding the aggregate Global Facility Revolving Commitments, (v) the sum of the total US Facility Revolving Credit Exposures exceeding the total aggregate US Facility Revolving Commitments or (iiivi) with respect to Swingline Loans to CEGP, the CEGP Exposure Dollar Amount of the total Revolving Credit Exposures exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Company may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, Company by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, Company with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage (after giving effect to the reallocation provisions of this paragraph (c)) of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of any of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided that on the 2016 Maturity Date, the participations so acquired by the 2016 Revolving Global Lenders shall be reallocated to the remaining Revolving Lenders ratably in accordance with such Revolving Lenders’ respective Applicable Percentages; provided further that, to the extent such reallocation shall cause the Revolving Credit Exposures to exceed the Revolving Commitments, the Borrowers shall, on such date of reallocation, prepay Revolving Loans and cash collateralize outstanding LC Exposure in an amount sufficient to eliminate any such excess. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Company (or other party on behalf of the Borrower or CEGPCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Company of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Vistaprint N.V.)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, Revolving Credit Commitment Period in an aggregate principal amount at any time outstanding accordance with the procedures set forth in this Section 2.6; provided that will not result in (i) the aggregate principal amount of outstanding all Swingline Loans exceeding shall not exceed $100,000,00010,000,000 (the “Swingline Sublimit”) at any one time outstanding, (ii) the sum principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the total Exposures Available Revolving Credit Commitments of all Revolving Lenders immediately prior to such borrowing or result in the Total Revolving Extensions of Credit exceeding the total Total Revolving Credit Commitments or then in effect, and (iii) with respect to in no event may Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender be borrowed hereunder if (x) a Default shall have occurred and be continuing and (y) such Default shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.6 may be required repaid and, up to make a but excluding the Revolving Credit Termination Date, reborrowed. All Swingline Loan to refinance an outstanding Swingline LoanLoans shall at all times be Base Rate Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the The Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify give the Administrative Agent notice of such request any Swingline Loan requested hereunder (which notice must be received by telephone (confirmed by telecopy), not later than 12:00 the Administrative Agent prior to noon, New York City time, on the day of a proposed Swingline Loan. In connection with requested Borrowing Date) specifying (A) the foregoingamount to be borrowed, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (B) the requested date (which shall be a Business Day)Borrowing Date. Upon receipt of such notice, whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will shall promptly advise notify the Swingline Lender of any the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice received from the Borrower. The Swingline Lender shall make each such Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to Administrative Agent for the general deposit account of the Borrower or CEGP, as applicable, at the office of the Administrative Agent set forth in Section 10.2 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement L/C Borrowing as provided in Section 2.06(e3.3(c), by remittance to the Issuing BankLender) and in like funds as received by 3:00 p.m., New York City time, on the requested date Administrative Agent. Each Borrowing pursuant to this Section 2.6 shall be in a minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof. (cb) The Notwithstanding the minimum borrowing amounts specified in Section 2.5, if any Swingline Lender may by written notice given to the Administrative Agent not later than Loan shall remain outstanding at 10:00 a.m., New York City time, on any the seventh Business Day require following the Lenders to acquire participations Borrowing Date thereof and if by such time on such seventh Business Day the Administrative Agent shall have received neither (i) a Borrowing Notice delivered by the Borrower pursuant to Section 2.5 requesting that Revolving Loans be made pursuant to Section 2.5 on the immediately succeeding Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify an amount at least equal to the aggregate principal amount of such Swingline Loans in which Loan, nor (ii) any other notice satisfactory to the Lenders will participate. Promptly upon receipt of Administrative Agent indicating the Borrower’s intent to repay such noticeSwingline Loan on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent will give shall be deemed to have received a notice thereof from the Borrower pursuant to each Lender, specifying Section 2.5 requesting that Base Rate Revolving Loans be made pursuant to Section 2.5 on such immediately succeeding Business Day in such notice such Lender’s Applicable Percentage an amount equal to the amount of such Swingline Loan, and the procedures set forth in Section 2.5 shall be followed in making such Base Rate Revolving Loans; provided that for the purposes of determining each Lender’s Revolving Credit Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such Borrowing shall be deemed to not be outstanding. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan. (c) If, for any reason, Base Rate Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.6 to repay any Swingline LoansLoan as required by such paragraph, as effective on the case may bedate such Base Rate Revolving Loans would otherwise have been made, each Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swingline Loan (“Unrefunded Swingline Loan”) in an amount equal to the amount of the Base Rate Revolving Loan which would otherwise have been made pursuant to paragraph (b) of this Section 2.6. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay will immediately transfer to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations amount of the Lenders)its participation, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect proceeds of such Swingline Loan participations shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender. All payments by the Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be made in accordance with Section 2.7. (d) Notwithstanding the foregoing, as their interests may appear. The purchase of participations a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph the foregoing paragraphs if a Default shall not relieve have occurred and be continuing at the Borrower or CEGP of any default in the payment thereof. (d) At any time that there such Swingline Loan was made and such Lender shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to have notified the Swingline Lender cash collateral in an amount equal writing prior to 102% of the time such unallocated Fronting Exposure to secure Swingline Loan was made, that such unallocated Fronting Exposure with respect to Default has occurred and that such Defaulting Lender’s Lender will not acquire participations in Swingline Exposure as required pursuant to Section 2.06(j)Loans made while such Default is continuing.

Appears in 1 contract

Sources: Credit Agreement (Mylan Laboratories Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $100,000,000, 5,000,000 or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP SublimitAggregate Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic delivery to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the location and number of the account to which funds are to be disbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. The Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent will promptly shall advise the Swingline Lender of any such notice received from the Borrowerdetails thereof. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wire transfer to the general deposit account of specified in such Borrowing Request or to the Borrower or CEGPapplicable Issuing Bank, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)may be, by remittance to the Issuing Bank) by 3:00 2:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.04. Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party Person on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower or CEGP of any default in the payment thereofits obligation to repay such Swingline Loan. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Costar Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding (x) prior to the Aurora Effective Date, $100,000,00020,000,000 and (y) on or after the Aurora Effective Date, $60,000,000, (ii) prior to the sum Aurora Effective Date, the aggregate amount of the total Lenders' Revolving Exposures exceeding the total Commitments $65,000,000 or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure aggregate amount of the Lenders' Revolving Exposures exceeding the CEGP Sublimit; aggregate amount of the Lenders' Revolving Commitments, provided that the Swingline Lender Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon3:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the wire transfer instructions for the account of the Borrower to which the proceeds of the Swingline Loan are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender Lenders of any such notice received from the Borrower. The Swingline Lender Lenders shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with specified in the Swingline Lender notice (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The applicable Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by the applicable Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the applicable Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Sea Coast Foods, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make The Borrower may borrow Swingline Loans to under the Borrower and CEGP (subject to the CEGP Sublimit) from time to time Commitments during the Availability PeriodCommitment Period on any Business Day, in an aggregate principal amount at any time outstanding provided, that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, shall receive written or telegraphic notice from the Borrower on or before 2:00 p.m. New York City time, time on the day of a the proposed Swingline Loan. In connection with Loan and the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes amount of requesting Swingline Loans hereunder such Borrowing (which shall be in the name a minimum amount of CEGP$1,000,000 and an integral multiple of $1,000,000). Each such notice shall be irrevocable and shall specify the requested borrowing date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by Not later than 3:00 p.m., New York City time, on the date specified in such notice for such Borrowing, the Swingline Lender shall provide to the Administrative Agent same day or immediately available funds covering the requested date Swingline Loan. Upon fulfillment of the applicable conditions set forth in Section 5.2 with respect to such Swingline Loan, the Administrative Agent shall make available to the Borrower the proceeds of such Swingline Loan. Loan (cto the extent received from the Swingline Lender) by wire transfer of such proceeds to such account(s) as the Borrower shall have specified in the Borrowing Request. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of providing to the Administrative Agent, same day or immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by funds covering such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations Lender’s Applicable Percentage of the Lenders), and the such Swingline Loan or Loans. Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations participation in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. . As to each Swingline Loan, on the earlier of (di) At any time the Termination Date and (ii) the first date after such Swingline Loan is made that there shall exist is the 15th day thereafter or last day of a Defaulting Lendercalendar month and is at least two Business Days after such Swingline Loan is made, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver shall repay to the Swingline Lender cash collateral in an the then unpaid principal amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)Loan; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.

Appears in 1 contract

Sources: Credit Agreement (Newpark Resources Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers from time to time during the Availability PeriodRevolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.04, in an aggregate principal amount at any time outstanding provided that will not result in (i) the aggregate principal amount of outstanding all Swingline Loans exceeding shall not exceed $100,000,0005.0 million (the “Swingline Sublimit”) at any one time outstanding, (ii) the sum principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the total Exposures Available Revolving Credit Commitments of all Revolving Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure then outstanding exceeding the total Total Revolving Credit Commitments or then in effect, and (iii) with respect to in no event may Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender be borrowed hereunder if a Default shall have occurred and be continuing which shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be required repaid and, up to make a but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loan to refinance an outstanding Swingline LoanLoans shall at all times be ABR Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the The Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Representative shall notify give the Administrative Agent notice of such request any Swingline Loan requested hereunder (which notice must be received by telephone (confirmed by telecopy), not later than 12:00 noonthe Administrative Agent prior to 11:00 a.m., New York City time, on the day of a proposed Swingline Loan. In connection with requested Borrowing Date) specifying (A) the foregoingamount to be borrowed, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (B) the requested date (which shall be a Business Day)Borrowing Date. Upon receipt of such notice, whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will shall promptly advise notify the Swingline Lender of any the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice received from the Borrower. The Swingline Lender shall make each such Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to Administrative Agent for the general deposit account of the Borrower or CEGP, as applicable, Borrowers at the office of the Administrative Agent set forth in Section 9.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrowers by the Administrative Agent crediting the account of the Borrowers on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by 3:00 p.m., New York City time, on the requested date Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof. (cb) The Notwithstanding the occurrence of any Default or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Lender may by written notice given to the Administrative Agent not later than Loan shall remain outstanding at 10:00 a.m., New York City time, on any the seventh Business Day require following the Lenders to acquire participations Borrowing Date thereof and if by such time on such seventh Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the Borrower Representative pursuant to Section 2.02 requesting that Revolving Loans be made pursuant to Section 2.01 on the Table of Contents immediately succeeding Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify an amount at least equal to the aggregate principal amount of such Swingline Loans in which Loan, nor (ii) any other notice satisfactory to the Lenders will participate. Promptly upon receipt of Administrative Agent indicating the Borrowers’ intent to repay such noticeSwingline Loan on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent will give shall be deemed to have received a notice thereof from the Borrower Representative pursuant to each Lender, specifying Section 2.02 requesting that ABR Revolving Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in such notice such Lender’s Applicable Percentage an amount equal to the amount of such Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in making such ABR Revolving Loans; provided that for the purposes of determining each Revolving Lender’s Pro Rata Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such Borrowing shall be deemed to not be outstanding. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan. (c) If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04 to repay any Swingline LoansLoan as required by such paragraph, as effective on the case may bedate such ABR Revolving Loans would otherwise have been made, each Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default, purchase a participating interest in such Swingline Loan (“Unrefunded Swingline Loan”) in an amount equal to the amount of the ABR Revolving Loan which would otherwise have been made pursuant to paragraph (b) of this Section 2.04. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay will immediately transfer to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations amount of the Lenders)its participation, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect proceeds of such Swingline Loan participations shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender. All payments by the Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be made in accordance with Section 2.13. (d) Notwithstanding the foregoing, as their interests may appear. The purchase of participations a Revolving Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph the foregoing paragraphs if a Default shall not relieve have occurred and be continuing at the Borrower or CEGP of any default in the payment thereof. (d) At any time that there such Swingline Loan was made and such Revolving Lender shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to have notified the Swingline Lender cash collateral in an amount equal writing prior to 102% of the time such unallocated Fronting Exposure to secure Swingline Loan was made, that such unallocated Fronting Exposure with respect to Default has occurred and that such Defaulting Lender’s Revolving Lender will not acquire participations in Swingline Exposure as required pursuant to Section 2.06(j)Loans made while such Default is continuing.

Appears in 1 contract

Sources: Credit Agreement (Consolidated Communications Illinois Holdings, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the US Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, US$25,000,000 or (ii) the sum of the total Participating Revolving Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPParticipating Revolving Commitments, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, US Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the US Borrower. The Swingline Lender shall make each Swingline Loan available to the US Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the US Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Participating Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Participating Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Participating Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Participating Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Participating Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Participating Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Participating Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Participating Revolving Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the US Borrower or CEGP (or other party on behalf of the Borrower or CEGPUS Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Participating Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the US Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the US Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (CCE Spinco, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Existing Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the lesser of 15% of the Revolving Credit Commitments or $100,000,000, 20,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitRevolving Credit Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Existing Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Existing Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noonp.m., New York City Memphis, Tennessee time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Existing Borrower. The Swingline Lender shall make each Swingline Loan available to the Existing Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Existing Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City Memphis, Tennessee time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City Memphis, Tennessee time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s 's then Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's then Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Borrowers (or other party on behalf of the Borrower or CEGPBorrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Borrowers of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (TBC Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender agrees to make Swingline Loans to the Borrower Company and CEGP (subject to the CEGP Sublimit) any Borrowing Subsidiary denominated in Euros from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate sum of the US Dollar Equivalents of the principal amount amounts of the outstanding Swingline Loans exceeding $100,000,000US$300,000,000, (ii) the sum of the US Dollar Equivalents of the principal amounts of outstanding Swingline Loans made by any Swingline Lender exceeding such Swingline Lender’s Swingline Commitment, (iii) the total Multicurrency Tranche Revolving Credit Exposures exceeding the total Commitments Multicurrency Tranche Commitments, (iv) the Multicurrency Tranche Revolving Credit Exposure of any Lender exceeding such Lender’s Multicurrency Tranche Commitment or (iiiv) with respect to Swingline Loans to CEGP, the CEGP Exposure sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the CEGP Sublimittotal Commitments; provided that the no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company and CEGP (subject to the CEGP Sublimit) Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Agent and the applicable Swingline Lender of such request by telephone (confirmed by telecopyfacsimile or e-mail), not later than 12:00 noon, New York City timeLocal Time, on the day of a such proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The applicable Swingline Lender shall make each Swingline Loan available to the applicable Borrower or CEGP, as applicable, by means of a credit to the general deposit an account of the such Borrower or CEGP, as applicable, maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) Administrative Agent by 3:00 p.m., New York City timeLocal Time, on the requested date of such Swingline Loan. (c) The applicable Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City timeLocal Time, on any Business Day require the Multicurrency Tranche Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Multicurrency Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Multicurrency Tranche Lender, specifying in such notice such Lender’s Applicable Multicurrency Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Multicurrency Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided aboveabove (and in any event, if such notice is received by 12:00 noon, Local Time, on a Business Day, no later than 2:00 p.m., Local Time, on such Business Day, and if received after 12:00 noon, Local Time, on a Business Day, no later than 10:00 a.m., Local Time, on the immediately succeeding Business Day), to pay to the Administrative Agent, in Euros, for the account of the applicable Swingline Lender, such Lender’s Applicable Multicurrency Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Multicurrency Tranche Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Multicurrency Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multicurrency Tranche Lender further acknowledges and agrees that, in making any Swingline Loan, each Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Company deemed made pursuant to Section 4.02. Each Multicurrency Tranche Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Multicurrency Tranche Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Multicurrency Tranche Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by the a Swingline Lender from the Borrower or CEGP (or other party on behalf of the applicable Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Multicurrency Tranche Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the applicable Swingline Lender or to the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to a Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Five Year Credit Agreement (Kellogg Co)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00015,000,000, (ii) the sum Dollar Amount of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Revolving Commitment or (iii) with respect subject to Swingline Loans to CEGPSection 2.04, the CEGP Dollar Amount of the Total Revolving Credit Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Company may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, Company by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, Company with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).such

Appears in 1 contract

Sources: Credit Agreement (Tennant Co)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by the Swingline Lender exceeding $100,000,000the Swingline Commitment, (ii) the sum amount of the total Exposures Swingline Lender’s Credit Exposure exceeding the total Commitments its Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Total Credit Exposure exceeding the CEGP SublimitAggregate Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopytelecopy or electronic mail), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the deposit account of the Borrower or CEGP, to which funds shall be transferred by the Swingline Lender and the amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each the requested Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit or wire transfer in immediately available funds to the general deposit account of the Borrower or CEGP, as applicable, with specified on the Swingline Lender applicable notice (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.04(e), by remittance to the applicable Issuing Bank) by 3:00 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 10:00 a.m., New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 10:00 a.m., New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.11(a). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a Defaulting party hereto and shall continue to have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline Lender may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Swingline Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.20(d) above.

Appears in 1 contract

Sources: Credit Agreement (Southwestern Energy Co)

Swingline Loans. (a) Subject to During the Revolving Loan Availability Period the Swingline Lender agrees, on the terms and conditions set forth hereinin this Agreement, the Swingline Lender agrees to make Swingline Loans lend to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding amounts that will not result in (i) the aggregate principal amount of outstanding Swingline Loans at any time exceeding $100,000,00015,000,000, (ii) the sum of the total Exposures Letter of Credit Exposure and the aggregate principal amount of outstanding Revolving Loans and Swingline Loans at any time exceeding the total Commitments then current Borrowing Base or (iii) with respect to the sum of the Letter of Credit Exposure and the aggregate principal amount of all outstanding Swingline Loans to CEGP, the CEGP Exposure and Revolving Loans at any time exceeding the CEGP Sublimit; provided that the total Revolving Loan Commitments. All Swingline Lender Loans shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loansmade in Dollars. (b) To In order to request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, 1:00 P.M. (New York City time, ) on the day of a proposed Swingline Loan. In connection with , specifying the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested proposed date (which shall be a Domestic Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline LoanLoan (which shall be $1,000,000 or a larger multiple of $500,000) and the duration of the Interest Period applicable thereto, subject to the definition of Interest Period. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wire transfer to the general deposit account of the Borrower or CEGP, as applicable, with most recently specified by the Borrower by notice to the Swingline Lender for such purpose by 2:00 P.M. (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, ) on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent Lenders not later than 10:00 a.m., A.M. (New York City time, ) on any Domestic Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participateacquire participations. Promptly upon receipt In furtherance of such noticethe foregoing, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.02 with respect to Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Brylane Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in its individual capacity agrees to make a revolving loan or revolving loans (each a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrower at any time and CEGP (subject to the CEGP Sublimit) from time to time during on and after the Availability PeriodEffective Date and prior to the Swingline Expiry Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 20,000,000 or (ii) the sum aggregate Revolving Extensions of the total Exposures Credit exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPTotal Revolving Commitment, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such the immediately succeeding Business Day Day, in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the such Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Revolving Percentage of such Swingline Loan or Swingline Loans, as the case may beLoan. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentAgent on the immediately succeeding Business Day, for the account of the Swingline Lender, such Revolving Lender’s Applicable Revolving Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (i) the occurrence and continuance of a Default or Event of Default (including under Section 7.05), (ii) any reduction in, or the termination of, the Total Revolving Commitment or (iii) whether any of the Commitmentsconditions set forth in Section 4.02 are then satisfied, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; Agent and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Wyndham International Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of such Swingline Lender's Swingline Loans exceeding such Swingline Lender's Swingline Commitment, (ii) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 20,000,000 or (iiiii) the sum of the total Revolving Exposures and the Lender LC Exposure exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanRevolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline LoanBorrowing, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGPBorrowing. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline LoanBorrowing. The Administrative Agent will promptly advise the Swingline Lender Lenders of any such notice received from the such Borrower. The Each Swingline Lender shall make its Swingline Percentage of each Swingline Loan Borrowing available to the such Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, with the such Swingline Lender (or, in the case of a Swingline Loan Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline LoanBorrowing. (c) The Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:30 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such participations shall be made on a pro rata basis in the Swingline Loans of the Swingline Lenders based upon their respective Swingline Percentages. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the each Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the each Swingline Lender its Swingline Percentage of the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline LenderLenders. Any amounts received by the any Swingline Lender from the a Borrower or CEGP (or other party on behalf of the Borrower or CEGPa Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline LenderLenders, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Effectiveness Agreement (Alliant Techsystems Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 10,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitCommitments; provided PROVIDED that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default is continuing. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount request of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv)Borrower, deliver to interest on a Swingline Loan shall bear interest at a rate per annum other than the Alternate Base Rate as may be offered by the Swingline Lender cash collateral and accepted by the Borrower, but in an amount equal no event with a maturity date more than seven (7) days from the date of the Swingline Loan. Any such Swingline Loan bearing interest at a rate other than the Alternate Base Rate shall be subject to 102% the customary terms and conditions of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s the Swingline Exposure as required pursuant to Section 2.06(j)Lender for loans bearing interest at a similar rate, including without limitation, any requirement for the payment of indemnification or fees for prepayment.

Appears in 1 contract

Sources: Credit Agreement (Computer Task Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender severally agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $100,000,000, (ii) the aggregate principal amount of all outstanding Swingline Loans made by any individual Swingline Lender exceeding $50,000,000, or (iii) the sum of the total Revolving Credit Exposures exceeding the Revolving Lenders' total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitRevolving Credit Commitments; provided that the no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopytelecopy substantially in the form attached as Exhibit D), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (i) the requested date for making such Swingline Loan (which shall be a Business Day), whether such Swingline Loan is for ) and (ii) the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the each Swingline Lender of any such notice received from the BorrowerBorrower requesting a Swingline Loan to be made by it. The Each requested Swingline Lender shall make each one half of such Swingline Loan available to the Borrower or CEGP, as applicable, in immediately available funds by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the such Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank) by 3:00 p.m.the later of 12:00 noon, New York City time, or two hours after receipt by the Administrative Agent of a request for such Swingline Loan on the requested date of such Swingline Loan. (c) The Each Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans made by it which are outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the each Swingline Lender, such Revolving Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the each Swingline Lender its share of the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline LenderLenders. Any amounts received by the any Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the each Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to each Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Medco Health Solutions Inc)

Swingline Loans. (a) Subject Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender agrees may elect to make have the terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 is referred to in this Agreement as a "Swingline Loan"), with settlement among them as to the Swingline Loans to the take place on a periodic basis as set forth in Section 2.4(c). Each Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that hereby authorizes the Swingline Lender shall not be required to make a to, and Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the Borrower and CEGP (subject amount of the Swingline Loan requested to the CEGP Sublimitapplicable Funding Account (i) may borrow, prepay and reborrow on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline LoansLoans outstanding at any time shall not exceed an amount equal to ten percent (10%) of the Maximum Revolving Facility Amount. Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan). (b) To request Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of each Lender with a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice Revolving Commitment shall be irrevocable deemed, without further action by any party hereto, to have unconditionally and shall specify irrevocably purchased from the requested date (which shall be a Business Day)Swingline Lender, whether without recourse or warranty, an undivided interest and participation in such Swingline Loan is for the Borrower or CEGP, and amount in proportion to its Pro Rata Share of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerRevolving Commitment. The Swingline Lender shall make each may, at any time, require the applicable Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan available purchased hereunder, Agent shall promptly distribute to the Borrower or CEGPsuch Lender, as applicable, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, such Agent in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date respect of such Swingline Loan. (c) The Agent, on behalf of Swingline Lender, shall request settlement (a "Settlement") with respect to Swingline Loans with the Lenders holding a Revolving Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 p.m. Central Time on the date of such requested Settlement (the "Settlement Date"). Each applicable Lender (other than the Swingline Lender) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement is requested to Agent, to such account of Agent as Agent may by written notice given to the Administrative Agent designate, not later than 10:00 a.m.2:00 p.m., New York City timeCentral Time, on any Business Day require such Settlement Date. Settlements may occur during the Lenders to acquire participations on such Business Day existence of an event of Default and whether or not the applicable conditions precedent set forth in all or a portion of the Swingline Loans outstandingSection 4.2 have then been satisfied. Such notice amounts transferred to Agent shall specify be applied against the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account amounts of the Swingline Lender's Swingline Loans and, together with such Swingline Lender’s Applicable Percentage 's Pro Rata Share of such Swingline Loan or Swingline LoansLoan, as the case may beshall constitute Revolving Loans of such Lenders, respectively. Each Lender acknowledges and agrees that its obligation If any such amount is not transferred to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected Agent by any circumstance whatsoeverapplicable Lender on such Settlement Date, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made entitled to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline recover such amount on demand from such Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereoftogether with interest thereon. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Loan and Security Agreement (Aytu Biopharma, Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the U.S. Swingline Lender agrees to make U.S. Swingline Loans in U.S. Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding U.S. Swingline Loans exceeding $100,000,00050,000,000, (ii) the sum aggregate principal amount of outstanding U.S. Swingline Loans made by any U.S. Swingline Lender exceed at any time such U.S. Swingline Lender’s U.S. Swingline Subcommitment (provided a U.S. Swingline Lender may, in its sole discretion, agree to waive such requirement as to itself) or (iii) the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitRevolving Credit Commitments; provided that the U.S. Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Subject to the terms and conditions set forth herein, the applicable Foreign Swingline Lender agrees to make Foreign Swingline Loans in U.S. Dollars and Alternative Currencies to a Foreign Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the U.S. Dollar Equivalent of the aggregate principal amount of outstanding Foreign Swingline Loans exceeding $25,000,000, (ii) the aggregate principal amount of outstanding Foreign Swingline Loans made by any Foreign Swingline Lender exceed at any time such Foreign Swingline Lender’s Foreign Swingline Subcommitment (provided a Foreign Swingline Lender may, in its sole discretion, agree to waive such requirement as to itself), (iii) the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments or (iv) the U.S. Dollar Equivalent of the total outstanding Revolving Loans, Foreign Swingline Loans and LC Exposure, in each case denominated in Alternative Currencies, exceeding the Alternative Currency Sublimit; provided that no Foreign Swingline Lender shall be required to make a Foreign Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Applicable Agent of such request by telephone (or, with respect to the Administrative Agent, by e-mail in accordance with Section 10.01, and in any event as confirmed by telecopy), not later than 12:00 noon(x) 2:00 p.m., New York City time, city time on the day of a proposed U.S. Swingline Loan and (y) 2:00 p.m. Local Time (in the case of a Foreign Swingline Lender serving in such capacity pursuant to clause (a) or (c) of the definition thereof) or 11:00 a.m. Local Time (in the case of a Foreign Swingline Lender serving in such capacity pursuant to clause (b) of the definition thereof) on the day of a proposed Foreign Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable irrevocable, shall be deemed to certify that all conditions for a Borrowing set forth in this Agreement have been satisfied, and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline LoanLoan and whether such Swingline Loan will be requested from the U.S. Swingline Lender or Foreign Swingline Lender. The Administrative Applicable Agent will promptly advise the applicable Swingline Lender of any such notice received from the such Borrower. The applicable Swingline Lender shall shall, subject to the terms and condition of this Agreement, make each Swingline Loan available to the applicable Borrower (which may vary based upon whether such Swingline Loan is a U.S. Swingline Loan or a Foreign Swingline Loan) by depositing the same, in immediately available funds, to an account of such Borrower designated by such Borrower or CEGPthe Company on behalf of such Borrower with the Administrative Agent or the applicable Global Agent, as applicable, or, solely with respect to U.S. Swingline Loans by means of a credit wire transfer to an account specified by the general deposit account of Company in the Borrower or CEGP, as applicable, with the Swingline Lender applicable borrowing request (or, in the case of a U.S. Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City timeLocal Time, on the requested date of such Swingline Loan. Notwithstanding the foregoing or anything to the contrary set forth herein, if the applicable Foreign Swingline Lender or the Administrative Agent determine, in their respective sole discretion, that Foreign Swingline Loans will not be available for the applicable Foreign Borrower on a same-day basis, then such Foreign Swingline Lender shall not be required to extend any Foreign Swingline Loans to such Foreign Borrower. (c) The A Swingline Lender may by written notice given to the Administrative Applicable Agent not later than 10:00 a.m.1:00 p.m., New York City timeLocal Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstandingthen outstanding to such Swingline Lender. Such notice shall specify the aggregate amount of Swingline Loans in which the such Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s Applicable Revolving Credit Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Applicable Agent, for the account of the applicable Swingline Lender, such Lender’s Applicable Revolving Credit Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the such Swingline Lender. Any amounts received by the a Swingline Lender from the applicable Borrower or CEGP (or other party on behalf of the Borrower or CEGPapplicable Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Applicable Agent; any such amounts received by the Administrative such Agent shall be promptly remitted by the Administrative such Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to such Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower or CEGP of any default in the payment thereof. (d) The Company may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Company, executed by the Company, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder. (e) In order to facilitate the borrowing of Swingline Loans, the applicable Borrower and the applicable Swingline Lender may mutually agree to, and are hereby authorized to, enter into an agreement in form and substance satisfactory to the Administrative Agent and the applicable Swingline Lender providing for the automatic advance by the applicable Swingline Lender of Swingline Loans under the conditions set forth in such agreement (an “Autoborrow Agreement”), which shall be in addition to the conditions set forth herein. At any time that there shall exist a Defaulting Lenderan Autoborrow Agreement is in effect, the Borrower or CEGPrequirements for borrowings of Swingline Loans set forth in the immediately preceding paragraph shall not apply, as applicable, shall, if and all Swingline Borrowings under the full amount Autoborrow Agreement shall be made in accordance with the Autoborrow Agreement. For purposes of determining the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s applicable Swingline Exposure as required pursuant at any time during which an Autoborrow Agreement is in effect, the applicable Swingline Exposure shall be deemed to Section 2.06(j)include the maximum amount available to be borrowed under the Autoborrow Agreement.

Appears in 1 contract

Sources: Credit Agreement (Schulman a Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during on and after the Availability Period, date hereof and until the earlier of the Maturity Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $100,000,000, 40,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Total Commitment then in effect. Each Swingline Loan to refinance an outstanding Swingline Loanshall bear interest at a rate described in Section 2.09(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay repay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon3:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (i) the requested date of such Swingline Loan (which shall be a Business Day), whether such (ii) the Interest Period with respect to the requested Swingline Loan is for (which may not end after the Borrower or CEGPMaturity Date), and (iii) the amount of the requested Swingline Loan and (iv) the maturity of the requested Swingline Loan (which shall be no later than five Business Days after the date of such Swingline Loan). The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means wire transfer of a credit immediately available funds to the general deposit account of number 4945027308 maintained by the Borrower or CEGP, as applicable, with the Swingline Lender ▇▇▇▇▇ Fargo Bank (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing BankABA ▇▇▇▇▇▇▇▇▇) by 3:00 6:00 p.m., New York City time, on the requested date of such Swingline Loan. The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Agent before 12:00 (noon), (New York time) on the date of prepayment at the Swingline Lender’s address for notices in the Administrative Questionnaire. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage percentage of such Swingline Loan or Swingline Loans, as the case may beLoans (which shall be equal to such Lender’s Pro Rata Percentage). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Pro Rata Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or a Default or reduction or termination of the CommitmentsTotal Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.02(c) with respect to Loans made by such Lender (and Section 2.07 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 7,500,000 or (ii) the sum Dollar Amount of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitAggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the applicable Borrower, for itself or the Company on behalf of CEGPthe applicable Borrower, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the applicable Borrower, or the Company on behalf of the applicable Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Company (or other party on behalf of the Borrower or CEGPCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Company of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Dice Holdings, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodBorrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Lender’s Swingline Commitment, (ii) the sum of the total Exposures Swingline Lender’s Revolving Exposure exceeding the total Commitments its Revolving Commitment, or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure Aggregate Revolving Exposures exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than 12:00 noon, New York City noon Eastern time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City 2:00 p.m. Eastern time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., Eastern time, on a Business Day no later than 4:00 p.m., Eastern time on such Business Day and if received after 11:00 a.m., Eastern time, “on a Business Day” shall mean no later than 9:00 a.m. Eastern time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).the

Appears in 1 contract

Sources: Credit Agreement (Meet Group, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 5,000,000 or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfax), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 11:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Aceto Corp)

Swingline Loans. (a) Subject to the terms and conditions ---------------- set forth herein, the Swingline Lender agrees to make Swingline Loans to the Cayman Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 20,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPRevolving Commitments, the CEGP Exposure exceeding the CEGP Sublimit; provided that (A) the Swingline Lender shall not be -------- required to make a Swingline Loan to refinance an outstanding Swingline LoanLoan and (B) no Swingline Loans will be made on the Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Cayman Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Cayman Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon2:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Cayman Borrower. The Swingline Lender shall make each Swingline Loan available to the Cayman Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Cayman Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank) by 3:00 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:30 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), ------- -------- and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Cayman Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Cayman Borrower or CEGP (or other party on behalf of the Borrower or CEGPCayman Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving 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 a Swingline Loan pursuant to this paragraph shall not relieve the Cayman Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Seagate Technology Holdings)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars or in a Foreign Currency to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00025,000,000 (or, solely prior to December 31, 2006 and in connection with the Restructuring Transaction, $250,000,000), (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to the Dollar Equivalent of the aggregate amount of all Revolving Loans, Letters of Credit, Swingline Loans and Alternate Currency Loans denominated in Foreign Currency exceeding $200,000,000 (or, solely prior to CEGPDecember 31, 2006 and in connection with the CEGP Exposure exceeding the CEGP SublimitRestructuring Transactions, $250,000,000); provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon2:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with Loan in the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes case of requesting Swingline Loans hereunder denominated in Dollars and not later than 10:00 a.m., Local Time on the name day of CEGPany other proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) whether such Swingline Loan is for to be denominated in Dollars or a Foreign Currency, (iii) the Borrower or CEGP, and amount of the requested Swingline Loan, and (iv) in the case of a Swingline Borrowing denominated in a Foreign Currency, the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (b) of the definition of the term “Interest Period”. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender and the Borrower shall agree upon the interest rate applicable to any Swingline Foreign Currency Loan, provided that if such agreement cannot be reached prior to 1:00 p.m., Local Time, on the day of such Swingline Foreign Currency Loan then such Swingline Foreign Currency Loan shall not be made. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City timeLocal Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate, and such amount of Swingline Loans, if denominated in Foreign Currency, shall be converted to Dollars and shall bear interest at the Alternate Base Rate (or such lower rate to which the Borrower and Swingline Lender may agree). Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At . Notwithstanding the foregoing, a Lender shall not have any time that there shall exist obligation to acquire a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated participation in a Swingline Loan pursuant to Section 2.21(a)(iv), deliver to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender cash collateral in an amount equal writing, at least one Business Day prior to 102% the time such Swingline Loan was made, that such Event of Default has occurred and that such unallocated Fronting Exposure to secure Lender will not acquire participations in Swingline Loans made while such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)Event of Default is continuing.

Appears in 1 contract

Sources: Credit Agreement (Manitowoc Co Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodPeriod (each such loan, a "Swingline Loan"), in a minimum amount of $15,000,000 and in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, the Swingline Sublimit or (ii) the sum of the total Aggregate Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitAggregate Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself Borrower shall deliver to the Swingline Lender a Swingline Loan Notice or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with , provided that notice for a proposed Swingline Loan that is an ABR Loan shall be not later than 3:00 p.m., New York City Time, on the foregoing, CEGP hereby irrevocably appoints date of the Borrower as its agent for purposes of requesting proposed ABR Loan that is a Swingline Loans hereunder in the name of CEGPLoan. Each such notice telephonic Swingline Loan Notice shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, electronic communication or telecopy to the Administrative Agent of a written Swingline Loan Notice. Each Swingline Loan Notice shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall will make each such Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wiring immediately available funds to the general deposit an account of designated by the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a applicable Swingline Loan Notice, provided that Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), 2.05(e) shall be remitted by remittance the Administrative Agent to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At If the maturity date shall have occurred in respect of any tranche of Commitments at a time when another tranche or tranches of Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Loans), there shall exist a Defaulting Lendersufficient unutilized Extended Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Commitments which will remain in effect after the occurrence of such maturity date, the Borrower or CEGP, as applicable, shall, if the full amount then there shall be an automatic adjustment on such date of the Fronting Exposure with respect participations in such Swingline Loans and same shall be deemed to such Defaulting Lender has not have been reallocated incurred solely pursuant to Section 2.21(a)(iv)the relevant Extended Commitments, deliver and such Swingline Loans shall not be so required to the Swingline Lender cash collateral be repaid in an amount equal to 102% of full on such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)earliest maturity date.

Appears in 1 contract

Sources: Credit and Guarantee Agreement (H&r Block Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender severally agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodPeriod (each such loan, a "Swingline Loan"), in a minimum amount of $15,000,000 and in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Sublimit, (ii) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender exceeding such Swingline Lender's Swingline Commitment, (iii) such Swingline Lender's Revolving Credit Exposure exceeding its Commitment or (iv) the sum of the total Aggregate Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitAggregate Commitments; provided that the no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify deliver to the Administrative Agent of such request by telephone (confirmed by telecopy), a Swingline Loan Notice not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with , provided that notice for a proposed Swingline Loan that is an ABR Loan shall be not later than 3:00 p.m., New York City Time, on the foregoing, CEGP hereby irrevocably appoints date of the Borrower as its agent for purposes of requesting proposed ABR Loan that is a Swingline Loans hereunder in the name of CEGPLoan. Each such notice Swingline Loan Notice shall be irrevocable and irrevocable. Each Swingline Loan Notice shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender Lenders of any such notice received from the Borrower. The Each Swingline Lender shall make each its ratable portion of the requested Swingline Loan (such ratable portion to be calculated based upon such Swingline Lender's Swingline Commitment to the total Swingline Commitments of all of the Swingline Lenders) available to the Borrower or CEGP, as applicable, by means of a credit wiring immediately available funds to the general deposit an account of designated by the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a applicable Swingline Loan Notice, provided that Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank2.05(e) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereofIssuing Bank. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit and Guarantee Agreement (H&r Block Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during prior to the Availability PeriodRevolving Commitment Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 5,000,000 or (ii) the sum aggregate principal amount of all Revolving Loans then outstanding plus the aggregate L/C Exposure then existing plus the aggregate principal amount of all Swingline Loans then outstanding exceeding the aggregate amount of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPRevolving Commitments; provided, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage 's ratable portion of such Swingline Loan or Swingline Loans, as Loans (in accordance with its respective percentage of the case may beaggregate Revolving Commitments). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage 's ratable portion of such Swingline Loan or Swingline Loans, as Loans (in accordance with its respective percentage of the case may beaggregate Revolving Commitments). Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.3(c) hereof with respect to Loans made by such Lender (and Section 2.07 2.3(c) hereof shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided, that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit, Guaranty, Security and Pledge Agreement (Gci Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the US Tranche Swingline Lender agrees to make US Tranche Swingline Loans in US Dollars to the Company or a European Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding US Tranche Swingline Loans exceeding $100,000,000, 25,000,000 or (ii) the sum of the total US Tranche Revolving Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitUS Tranche Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Subject to the terms and conditions set forth herein, the French Tranche Swingline Lender agrees to make French Tranche Swingline Loans in Euro or another Alternative Currency to the French Borrower, the German Borrower or the NV Borrower and in US Dollars to the Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding French Tranche Swingline Loans exceeding the US Dollar Equivalent of $10,000,000 or (ii) the total French Tranche Exposures exceeding the total French Tranche Commitments; provided that the French Tranche Swingline Lender shall not be required to make a French Tranche Swingline Loan to refinance an outstanding French Tranche Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Applicable Agent of such request by telephone (or, with respect to the Administrative Agent, by e-mail in accordance with Section 11.01, and in any event as confirmed by telecopy), not later than 12:00 noon(x) 2:00 p.m., New York City timecity time for a Swingline Loan administered by the Administrative Agent and (y) 10:00 a.m. London time with respect to a Swingline Loan administered by the European Agent, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable irrevocable, shall be deemed to certify that all conditions for a Borrowing set forth in this Agreement have been satisfied, and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline LoanLoan and the Tranche under which the requested Swingline Loan will be borrowed. The Administrative Applicable Agent will promptly advise the applicable Swingline Lender of any such notice received from the such Borrower. The applicable Swingline Lender shall shall, subject to the terms and condition of this Agreement, make each Swingline Loan available to the applicable Borrower (which may vary based upon the Tranche under which such Swingline Loan is made) by depositing the same, in immediately available funds, to an account of such Borrower designated by such Borrower or CEGPthe Company on behalf of such Borrower with the Administrative Agent or the European Agent, as applicable, or, solely with respect to those Swingline Loans administered by means of a credit the Administrative Agent, by wire transfer to an account specified by such Borrower in the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender applicable borrowing request (or, in the case of a US Tranche Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City timeLocal Time, on the requested date of such Swingline Loan. (c) The A Swingline Lender may by written notice given to the Administrative Applicable Agent not later than 10:00 a.m.1:00 p.m., New York City timeLocal Time, on any Business Day require the Lenders under a Tranche to acquire participations on such Business Day in all or a portion of the Swingline Loans outstandingoutstanding under such Tranche; provided, that no US Tranche Term Loan Lender or German Tranche Lender (in its capacity as such) shall be required to participate in any Swingline Loans. Such notice shall specify the aggregate amount of Swingline Loans in which the such Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s Applicable Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Applicable Agent, for the account of the applicable Swingline Lender, such Lender’s Applicable Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the such Swingline Lender. Any amounts received by the a Swingline Lender from the applicable Borrower or CEGP (or other party on behalf of the Borrower or CEGPapplicable Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Applicable Agent; any such amounts received by the Administrative such Agent shall be promptly remitted by the Administrative such Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to such Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Schulman a Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during prior to the Availability PeriodRevolving Commitment Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 5,000,000 or (ii) the sum aggregate principal amount of all Revolving Loans then outstanding plus the aggregate L/C Exposure then existing plus the aggregate principal amount of all Swingline Loans then outstanding exceeding the aggregate amount of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitRevolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage 's ratable portion of such Swingline Loan or Swingline Loans, as Loans (in accordance with its respective percentage of the case may beaggregate Revolving Commitments). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage 's ratable portion of such Swingline Loan or Swingline Loans, as Loans (in accordance with its respective percentage of the case may beaggregate Revolving Commitments). Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.3(c) with respect to Loans made by such Lender (and Section 2.07 2.3(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit, Guaranty, Security and Pledge Agreement (Gci Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to make swingline loans (each, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, Revolving Credit Commitment Period in an aggregate principal amount at any time outstanding accordance with the procedures set forth in this Section 2.04; provided that will not result in (i) the aggregate principal amount of outstanding all Swingline Loans exceeding shall not exceed $100,000,00025,000,000 (the “Swingline Sublimit”) at any one time outstanding, (ii) the sum principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the total Exposures then Available Revolving Credit Commitments immediately prior to such borrowing or result in the Total Revolving Credit Exposure then outstanding exceeding the total Total Revolving Credit Commitments or then in effect, and (iii) with respect to in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be repaid and, up to CEGPbut excluding the Revolving Credit Maturity Date, the CEGP Exposure exceeding the CEGP Sublimit; provided that the reborrowed. All Swingline Lender Loans shall not at all times be required to make a Swingline Loan to refinance an outstanding Swingline LoanABR Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify give the Administrative Agent notice of such request any Swingline Loan requested hereunder (which notice must be received by telephone (confirmed by telecopy), not later than 12:00 noonthe Administrative Agent prior to 11:00 a.m., New York City time, on the day of a proposed Swingline Loan. In connection with requested Borrowing Date) specifying the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall amount to be irrevocable borrowed and shall specify the requested date (which shall be a Business Day)Borrowing Date. Upon receipt of such notice, whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will shall promptly advise notify the Swingline Lender of any the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice received from the Borrower. The Swingline Lender shall make each such Swingline Loan available to the Administrative Agent for the account of Borrower or CEGP, as applicable, by means at the New York office of a credit the Administrative Agent specified in Section 9.01 in Dollars immediately available to the general deposit Administrative Agent. Amounts so received by the Administrative Agent shall promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the Borrower or CEGP, as applicable, books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by 3:00 p.m., New York City time, on the requested date Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof. (cb) The Notwithstanding the occurrence of any Default or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Lender may by written notice given to the Administrative Agent not later than Loan shall remain outstanding at 10:00 a.m., New York City time, on any the seventh Business Day require following the Lenders to acquire participations Borrowing Date thereof and if by such time on such seventh Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by Borrower pursuant to Section 2.02 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify an amount at least equal to the aggregate principal amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of nor (ii) any other notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made satisfactory to the Administrative Agent and not indicating Borrower’s intent to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a repay such Swingline Loan after receipt by on the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be promptly remitted by the Administrative Agent deemed to the Lenders that shall have made their payments received a notice from Borrower pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).to

Appears in 1 contract

Sources: Credit Agreement (Lakers Holding Corp.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during until the Availability PeriodRevolving Facility Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Dollar Amount of $100,000,000, 75,000,000 or (ii) the sum of the total Aggregate Outstanding Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitAggregate Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfacsimile), not later than 12:00 noon2:00 p.m., New York City timeLocal Time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City timeLocal Time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City timeLocal Time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.10 with respect to Loans made by such Revolving Lender (and Section 2.07 2.10 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Bemis Co Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $100,000,000, 5,000,000 or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP SublimitAggregate Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic delivery to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the location and number of the account to which funds are to be disbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. The Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent will promptly shall advise the Swingline Lender of any such notice received from the Borrowerdetails thereof. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wire transfer to the general deposit account of specified in such Borrowing Request or to the Borrower or CEGPapplicable Issuing Bank, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)may be, by remittance to the Issuing Bank) by 3:00 2:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).Swingline

Appears in 1 contract

Sources: Credit Agreement (Costar Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Commitment, (ii) the sum of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure Total Revolving Credit Exposures exceeding the CEGP SublimitAggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, at the direction of the Borrower (which may include by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Defaulting Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline Lender may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting a Swingline Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (CommerceHub, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans denominated in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodCSW Borrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00010,000,000, (ii) the sum of the total Exposures Swingline Lender's Revolving Exposure exceeding the total Commitments its Revolving Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure Aggregate Revolving Exposures exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the CSW Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, CSW Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)fax) or through Electronic Systems, if arrangements for doing so have been approved by the Administrative Agent, not later than 12:00 noonp.m., New York City timeLocal Time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the CSW Borrower. The Swingline Lender shall make each Swingline Loan available to the CSW Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 2:00 p.m., New York City timeLocal Time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., Local Time, on a Business Day no later than 4:00 p.m. Local Time on such Business Day and if received after 11:00 a.m., Local Time, "on a Business Day" shall mean no later than 9:00 a.m. Local Time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the CSW Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the CSW Borrower or CEGP (or other party on behalf of the Borrower or CEGPCSW Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the CSW Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the CSW Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (CSW Industrials, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) Janus from time to time during on and after the Availability Period, date hereof and until the earlier of the Maturity Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $100,000,00075,000,000, (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments Total Commitment then in effect or (iii) with respect the aggregate principal amount of all outstanding Loans made to Swingline Loans to CEGP, the CEGP Exposure Janus exceeding the CEGP Sublimit$100,000,000; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall bear interest at a rate described in Section 2.08(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Janus may borrow, prepay repay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Janus shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon3:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (i) the requested date of such Swingline Loan (which shall be a Business Day), whether such (ii) the Interest Period with respect to the requested Swingline Loan is for (which may not end after the Borrower or CEGPMaturity Date), and (iii) the amount of the requested Swingline Loan and (iv) the maturity of the requested Swingline Loan (which shall be no later than five Business Days after the date of such Swingline Loan). The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerJanus. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, Janus by means wire transfer of a credit immediately available funds to the general deposit account of the Borrower or CEGP, as applicable, number 2020016039 maintained by Janus with the Swingline Lender Wells Fargo Bank (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(eABA #102000076), by remittance to the Issuing Bank) by 3:00 6:00 p.m., New York City time, ▇▇ ▇he requested date o▇ ▇▇▇▇ ▇▇ingline Loan. Janus shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Agent before 12:00 (noon), (New York time) on the requested date of such prepayment at the Swingline LoanLender's address for notices in the Administrative Questionnaire. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage 's percentage of such Swingline Loan or Swingline Loans, as the case may beLoans (which shall be equal to such Lender's Pro Rata Percentage). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Pro Rata Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or a Default or reduction or termination of the CommitmentsTotal Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.02(c) with respect to Loans made by such Lender (and Section 2.07 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Janus of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Janus (or other party on behalf of the Borrower or CEGPJanus) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Janus of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Competitive Advance and Revolving Credit Facility Agreement (Stilwell Financial Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 10,000,000 or (ii) the sum of the total aggregate Revolving Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPaggregate Revolving Commitments, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a such proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wire transfer of immediately available funds to the general deposit an account of the Borrower at a bank or CEGP, as applicable, with financial institution designated in writing by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) Borrower by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Nasdaq Stock Market Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans in dollars to the Borrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,0002,000,000, (ii) the sum of the total Exposures Swingline Lender’s Revolving Exposure exceeding the total Commitments its Revolving Commitment, or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed fax or through any Electronic System or an Approved Borrower Portal, in each case, if arrangements for doing so have been approved by telecopy)the Administrative Agent, not later than 12:00 noon2:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGPBorrower, as applicableto the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the applicable Lenders) by 3:00 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., New York City time, on a Business Day no later than 4:00 p.m., New York City time on such Business Day and if received after 11:00 a.m., New York City time, “on a Business Day” shall mean no later than 9:00 a.m., New York City time on the immediately succeeding Business Day), to pay to the Administrative AgentAgent in dollars, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation obligations to acquire participations in Swingline Loans pursuant to this paragraph is and to make payments in respect of such acquired participations are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this ​ ​ paragraph by wire transfer in dollars of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Innovative Solutions & Support Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, the Swingline Lender may in its sole discretion make Swingline Loans in Dollars to the Borrowers in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00010,000,000, (ii) such Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment, or (iii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Total Revolving Credit Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfacsimile), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the any Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the any Borrower or CEGP (or other party on behalf of the Borrower or CEGPany Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Borrowers of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (EDGEWELL PERSONAL CARE Co)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 25,000,000 or (ii) (A) the sum of Swingline Lender’s Revolving Credit Exposure exceeding the total Swingline Lender’s Elected Commitment or (B) the Aggregate Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanAggregate Elected Commitment Amounts. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon2:00 p.m., New York City Charlotte, North Carolina time, on the day date of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGPBorrowing. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or transmitted by electronic communication to the Swingline Lender of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the requested date (of such Borrowing, which shall be a Business Day), whether such Swingline Loan is for Day in the Borrower or CEGPUnited States, and aggregate amount of the requested Swingline LoanBorrowing. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.08(e), by remittance to the Issuing Bank) by 3:00 4:00 p.m., New York City Charlotte, North Carolina time, on the requested date of such Swingline LoanBorrowing is requested. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City Charlotte, North Carolina time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Elected Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (SM Energy Co)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the Borrower Company and CEGP (subject to the CEGP Sublimit) Borrowing Subsidiaries from time to time during the Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000US$50,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments or and (iii) with respect in the event the Existing Maturity Date shall have been extended as provided in Section 2.09, the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Swingline Exposure attributable to Swingline Loans to CEGP, the CEGP Exposure maturing after such Existing Maturity Date exceeding the CEGP Sublimittotal Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Agent of such request by telephone (telephone, confirmed promptly by telecopy)hand delivery or fax, not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date of such Swingline Loan (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and principal amount of the requested such Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrowerby it. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan identified by the applicable Borrower in its notice to be made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing BankBank identified in such notice) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will be required to participate. Promptly upon following receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph in Swingline Loans is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Swingline Loan was made, the Required Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02 would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, such Swingline Lender shall not have any obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the relevant Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower or CEGP (or other party on behalf of the Borrower or CEGPsuch Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Agilent Technologies, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodBorrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Lender’s Swingline Commitment, (ii) the sum of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Revolving Commitment, or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Credit Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than 12:00 noon, New York Oklahoma City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 2:00 p.m., New York Oklahoma City time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and from the Administrative Agent shall promptly pay to the Swingline Lender the amounts so (and in any event, if such notice is received by it from the Lenders. The Administrative Agent 11:00 a.m., Oklahoma City time, on a Business Day no later than 4:00 p.m., Oklahoma City time on such Business Day and if received after 11:00 a.m., Oklahoma City time, “on a Business Day” shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).mean no later than 9:00 a.

Appears in 1 contract

Sources: Revolving Credit Agreement (Paycom Software, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make loans (“Swingline Loans Loans”) to the Parent Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,0005,000,000, (ii) the sum of the total Exposures Domestic Revolving Exposures’ exceeding the total Commitments or amount of the Domestic Commitments, (iii) with respect to Swingline Loans to CEGPthe total Revolving Exposures’ exceeding the lesser of (A) the total amount of the Commitments and (B) the Borrowing Base then in effect, (iv) at any time during the Availability Cap Period, the CEGP Exposure total Revolving Exposures’ exceeding $45,000,000 and (v) at any time during a Reduced Availability Period, the total Revolving Exposures’ exceeding the CEGP SublimitReduced Availability Amount at such time; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Parent Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the wire transfer instructions for the account of the Parent Borrower to which the proceeds of such Swingline Loan should be transferred. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Parent Borrower. The Swingline Lender shall make each Swingline Loan available to the Parent Borrower or CEGP, as applicable, by means of a credit wire transfer to the general deposit account of specified by the Parent Borrower or CEGP, as applicable, with in the request for such Swingline Lender Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank) by 3:00 2:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Domestic Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Domestic Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Domestic Lender, specifying in such notice such Domestic Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Domestic Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Domestic Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Domestic Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Domestic Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Domestic Lender shall comply with its obligation under this paragraph by making a wire transfer to the Administrative Agent for the benefit of the Swingline Lender of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Domestic Revolving Loans made by such Domestic Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Domestic Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Parent Borrower or CEGP (or other party on behalf of the Borrower or CEGPParent Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Domestic 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 a Swingline Loan pursuant to this paragraph shall not relieve the Parent Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Pliant Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time after the Effective Date and during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 25,000,000 or (ii) the sum aggregate Credit Exposure of the total Exposures all Lenders exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimitaggregate Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, repay, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyhand delivery or facsimile), not later than 12:00 noon2:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 11:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such the following Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At Notwithstanding the foregoing, if any time Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Swingline Lender will not be required to make any Swingline Loan, unless the Swingline Lender is satisfied that there shall exist any exposure that would result therefrom is fully covered or eliminated by any combination reasonably satisfactory to the Swingline Lender and the Borrower of the following: (i) in the case of a Defaulting Lender, the Borrower or CEGPSwingline Exposure of such Defaulting Lender is reallocated, as applicableto outstanding and future Swingline Loans, shallto the Non-Defaulting Lenders as provided in clause (i) of Section 2.04(f); (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, if without limiting the full provisions of Section 2.04(e), the Borrower Cash Collateralizes its obligations in respect of such Swingline Loan in an amount at least equal to the aggregate amount of the Fronting Exposure with respect to unreallocated obligations (contingent or otherwise) of such Defaulting Lender has or Potential Defaulting Lender in respect of such Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent and to the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; and (iii) in the case of a Defaulting Lender or a Potential Defaulting Lender, by an instrument or instruments in form and substance satisfactory to the Administrative Agent and to the Swingline Lender, the Borrower agrees that the principal amount of such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender or Potential Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Swingline Loan will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders and the pro rata payment provisions of Section 2.16 will be deemed adjusted to reflect this provision; provided that (i) each Non-Defaulting Lender’s Credit Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender and (ii) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Loan Parties, the Administrative Agent, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender. (e) If any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Swingline Loan is at the time outstanding, the Swingline Lender may (except, in the case of a Defaulting Lender, to the extent the Commitments have been reallocated pursuant to Section 2.21(a)(iv2.04(f)(i)), deliver by notice to the Borrower and such Defaulting Lender or Potential Defaulting Lender through the Administrative Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to the Swingline Lender cash collateral in respect of such Swingline Loan in an amount at least equal to 102% the aggregate amount of the unreallocated obligations (contingent or otherwise) of such unallocated Fronting Exposure Defaulting Lender or Potential Defaulting Lender in respect thereof or to secure make other arrangements satisfactory to the Administrative Agent and to the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such unallocated Fronting Exposure Defaulting Lender or Potential Defaulting Lender. (f) If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Swingline Exposure of such Defaulting Lender: (i) the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Commitments; provided that (A) each Non-Defaulting Lender’s Credit Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Loan Parties, the Administrative Agent, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; and (ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s Swingline Exposure as required cannot be so reallocated, whether by reason of the proviso in clause (i) above or otherwise, the Borrower will, not later than three Business Days after demand by the Administrative Agent (at the direction of the Swingline Lender), (A) Cash Collateralize its obligations to the Swingline Lender in respect of such Swingline Exposure in an amount at least equal to the aggregate amount of the unreallocated portion of such Swingline Exposure, (B) prepay (subject to Section 2.21(a)) or Cash Collateralize in full the unreallocated portion thereof or (C) make other arrangements reasonably satisfactory to the Administrative Agent and to the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. (g) In furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Swingline Lender is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Borrowing Requests pursuant to Section 2.06(j)2.03 in such amounts and in such times as may be required to repay an outstanding Swingline Loan.

Appears in 1 contract

Sources: Credit Agreement (Blackstone Group L.P.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Commitment, (ii) the sum of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure Dollar Amount of the Total Revolving Credit Exposures exceeding the CEGP SublimitAggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.12(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Defaulting Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline Lender may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting a Swingline Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.04(d) above.

Appears in 1 contract

Sources: Credit Agreement (Cubic Corp /De/)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Periodperiod from and including the Effective Date to and up to, but excluding, the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00050,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Credit Exposure of the Lender acting as the Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment, or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP aggregate Revolving Credit Exposure exceeding the CEGP SublimitAggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall pay to the Administrative Agent, for the account of the Swingline Lender or each Revolving Lender, as applicable, pursuant to Section 2.08(c), the outstanding aggregate principal and accrued and unpaid interest under each Swingline Loan no later than thirty (30) days following such Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone written notice (or telephonic notice promptly confirmed by telecopysuch written notice), not later than 12:00 noonp.m., New York City Eastern time, on the day date of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City Eastern time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Senior Secured Credit Agreement (Exterran Partners, L.P.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Commitment, (ii) the sum of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure Dollar Amount of the Total Revolving Credit Exposures exceeding the CEGP SublimitAggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit an account of the Borrower or CEGP, as applicable, with the Swingline Lender Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender (in its capacity as such) pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Defaulting Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline Lender may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting a Swingline Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (NetApp, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the any Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in provided that, after giving effect thereto, (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $100,000,000shall not exceed US$50,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or no Lender’s Revolving Exposure shall exceed such ▇▇▇▇▇▇’s Revolving Commitment and (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loanexceed the Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself applicable Borrower (or the Company on behalf of CEGP, its behalf) shall notify submit to the Swingline Lender (with a copy to the Administrative Agent of such request Agent) a Swingline Borrowing Request, signed by telephone (confirmed by telecopy)its Responsible Officer, not later than 12:00 noon1:00 p.m., New York City time, on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice Swingline Borrowing Request shall be irrevocable and shall specify the name of the applicable Borrower, the requested date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise Loan and the Swingline Lender location and number of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the applicable Borrower or CEGP, as applicable, with the Swingline Lender (to which funds are to be disbursed or, in the case of a any Swingline Loan made requested to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.19(f), by remittance the identity of the Issuing Bank that has made such LC Disbursement. The Swingline Lender shall make such Swingline Loan available to the applicable Borrower by means of a wire transfer to the account specified in the applicable Swingline Borrowing Request or to the applicable Issuing Bank) , as the case may be, by 3:00 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that, in making any Swingline LoansLoan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.02, unless, at least two Business Days prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the case may beconditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.04 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower or CEGP (or other party Person on behalf of the Borrower or CEGPsuch Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower or CEGP of any default in the payment thereofits obligation to repay such Swingline Loan. (d) At The Swingline Lender may be replaced at any time that there shall exist a Defaulting Lenderby written agreement among the Company, the Borrower or CEGP, as applicable, shall, if Administrative Agent and the full amount successor Swingline Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Fronting Exposure Swingline Lender. At the time any such replacement shall become effective, the applicable Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.10. From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such Defaulting Lender has not been reallocated pursuant successor or to Section 2.21(a)(iv)any previous Swingline Lender, deliver or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender cash collateral in an amount equal hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to 102% have all the rights and obligations of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure a Swingline Lender under this Agreement with respect to such Defaulting Lender’s Swingline Exposure as required pursuant Loans made by it prior to Section 2.06(j)its replacement, but shall not make additional Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Factset Research Systems Inc)

Swingline Loans. (a) Subject Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender agrees may elect to make have the terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 is referred to in this Agreement as a "Swingline Loan"), with settlement among them as to the Swingline Loans to the take place on a periodic basis as set forth in Section 2.4(c). Each Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that hereby authorizes the Swingline Lender shall not be required to make a to, and Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the Borrower and CEGP (subject amount of the Swingline Loan requested to the CEGP Sublimitapplicable Funding Account (i) may borrow, prepay and reborrow on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline LoansLoans outstanding at any time shall not exceed $1,500,000. Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan). (b) To request Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of each Lender with a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice Revolving Loan Commitment shall be irrevocable deemed, without further action by any party hereto, to have unconditionally and shall specify irrevocably purchased from the requested date (which shall be a Business Day)Swingline Lender, whether without recourse or warranty, an undivided interest and participation in such Swingline Loan is for the Borrower or CEGP, and amount in proportion to its Pro Rata Share of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerRevolving Loan Commitment. The Swingline Lender shall make each may, at any time, require the applicable Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan available purchased hereunder, Agent shall promptly distribute to the Borrower or CEGPsuch Lender, as applicable, such L▇▇▇▇▇'s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, Agent in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date respect of such Swingline Loan. (c) The Agent, on behalf of Swingline Lender, shall request settlement (a "Settlement") with respect to Swingline Loans with the Lenders holding a Revolving Loan Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 p.m. Central Time on the date of such requested Settlement (the "Settlement Date"). Each applicable Lender (other than the Swingline Lender) shall transfer the amount of such L▇▇▇▇▇'s Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement is requested to Agent, to such account of Agent as Agent may by written notice given to the Administrative Agent designate, not later than 10:00 a.m.2:00 p.m., New York City timeCentral Time, on any Business Day require such Settlement Date. Settlements may occur during the Lenders to acquire participations on such Business Day existence of a Default and whether or not the applicable conditions precedent set forth in all or a portion of the Swingline Loans outstandingSection 4.2 have then been satisfied. Such notice amounts transferred to Agent shall specify be applied against the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account amounts of the Swingline Lender's Swingline Loans and, together with such Swingline Lender’s Applicable Percentage 's Pro Rata Share of such Swingline Loan or Swingline LoansLoan, as the case may beshall 314050368.12 constitute Revolving Loans of such Lenders, respectively. Each Lender acknowledges and agrees that its obligation If any such amount is not transferred to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected Agent by any circumstance whatsoeverapplicable Lender on such Settlement Date, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made entitled to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline recover such amount on demand from such Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereoftogether with interest thereon. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Loan and Security Agreement (LIVE VENTURES Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers, from time to time during the Availability PeriodPeriod if, in an aggregate principal amount at any time outstanding that will not result in after giving effect thereto, (i) the aggregate principal amount of outstanding Swingline Loans exceeding shall not exceed $100,000,000, 50,000,000 and (ii) the sum of total Credit Exposures shall not exceed the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPTotal Commitment, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or Company (on behalf of CEGPitself or, if applicable, the relevant Borrower) or the relevant Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a such proposed Swingline Loan. In connection with Each such telephonic request shall be confirmed promptly by facsimile or other electronic transmission to the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGPAdministrative Agent. Each such notice shall be irrevocable and shall specify the name of the relevant Borrower, the requested date of the Swingline Loan (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the location and number of such Borrower’s account to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company or the relevant Borrower. The Swingline Lender shall make each Swingline Loan available to the relevant Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.06(f), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline LoanLender). (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower or CEGP (or other party on behalf of the Borrower or CEGPrelevant Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Borrowers of any default in the payment thereof. (d) At any time that there shall exist a Defaulting The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Borrower Lenders on at least a weekly basis or CEGPon any earlier date that the Administrative Agent elects, as applicableby notifying the Lenders of such requested Settlement by facsimile, shalltelephone, if or e-mail no later than 12:00 noon, New York City time on the full date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the Fronting Exposure applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such Defaulting account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., New York City time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender has not been reallocated pursuant to Section 2.21(a)(iv)on such Settlement Date, deliver to the Swingline Lender cash collateral shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.07.

Appears in 1 contract

Sources: Credit Agreement (Tyson Foods Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) Company, from time to time during the US Tranche Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000US$10,000,000, (ii) the sum aggregate amount of the total US Tranche Revolving Exposures exceeding the total aggregate amount of the US Tranche Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP US Tranche Revolving Exposure of any Lender exceeding the CEGP Sublimitits US Tranche Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Company may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Company shall notify the Administrative Facility Agent of such request by telephone (confirmed by telecopytelecopy signed by a Responsible Officer of the Company), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Facility Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, Company by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Applicable Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an US Tranche LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Facility Agent not later than 10:00 a.m., New York City time, on any Business Day require the US Tranche Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the US Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Facility Agent will give notice thereof to each US Tranche Lender, specifying in such notice such US Tranche Lender’s Applicable US Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each US Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Facility Agent, for the account of the Swingline Lender, such Lender’s Applicable US Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each US Tranche Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the US Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Tranche Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such US Tranche Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the US Tranche Lenders), and the Administrative Facility Agent shall promptly pay to the Swingline Lender the amounts so received by it from the US Tranche Lenders. The Administrative Facility Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Facility Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Company (or other party on behalf of the Borrower or CEGPCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Facility Agent; any such amounts received by the Administrative Facility Agent shall be promptly remitted by the Administrative Facility Agent to the US Tranche Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Facility Agent, as applicable, if and to the extent such payment is required to be refunded to a Credit Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Company of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Laureate Education, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Administrative Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, US$25,000,000 or (ii) the sum aggregate Revolving Credit Exposures of the total Exposures all Lenders exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitCommitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Administrative Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Administrative Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan and other relevant information that would be required under Section 2.3 if the Swingline Loan were a Revolving Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Administrative Borrower. The Swingline Lender shall make each Swingline Loan available to the Administrative Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Administrative Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.5(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the applicable Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each applicable Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to promptly pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each applicable Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each applicable Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.6 with respect to Loans made by such Lender (and Section 2.07 2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Administrative Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Administrative Borrower or CEGP (or other party on behalf of the Borrower or CEGPAdministrative Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Administrative Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Administrative Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Idexx Laboratories Inc /De)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by the Swingline Lender exceeding $100,000,000the Swingline Commitment, (ii) the sum amount of the total Exposures Swingline Lender’s Credit Exposure exceeding the total Commitments its Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Total Credit Exposure exceeding the CEGP SublimitCredit Limit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), electronic mail not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the deposit account of the Borrower or CEGP, to which funds shall be transferred by the Swingline Lender and the amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each the requested Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit or wire transfer in immediately available funds to the general deposit account of the Borrower or CEGP, as applicable, with specified on the Swingline Lender applicable notice (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.04(e), by remittance to the applicable Issuing Bank) by 3:00 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 10:00 a.m., New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 10:00 a.m., New York City time, on a Business Day shall mean no later than 12:00 p.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.11(a). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a Defaulting party hereto and shall continue to have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline ▇▇▇▇▇▇ may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver Swingline ▇▇▇▇▇▇ at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.21(d) above.

Appears in 1 contract

Sources: Credit Agreement (Chesapeake Energy Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the any Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in provided that, after giving effect thereto, (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $shall not exceed US$100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or no Lender s Revolving Exposure shall exceed such Lender s Revolving Commitment and (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loanexceed the Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself applicable Borrower (or the Company on behalf of CEGP, its behalf) shall notify submit to the Swingline Lender (with a copy to the Administrative Agent of such request Agent) a Swingline Borrowing Request, signed by telephone (confirmed by telecopy)its Responsible Officer, not later than 12:00 noon1:00 p.m., New York City time, on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice Swingline Borrowing Request shall be irrevocable and shall specify the name of the applicable Borrower, the requested date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise Loan and the Swingline Lender location and number of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the applicable Borrower or CEGP, as applicable, with the Swingline Lender (to which funds are to be disbursed or, in the case of a any Swingline Loan made requested to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.19(f), by remittance to the identity of the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of Bank that has made such LC Disbursement. The Swingline Lender shall make such Swingline Loan.Loan available to the (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Lender s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Lender s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that, in making any Swingline LoansLoan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.02, unless, at least two Business Days prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the case may beconditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.04 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable Borrower or CEGP (or other party Person on behalf of the Borrower or CEGPsuch Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower or CEGP of any default in the payment thereofits obligation to repay such Swingline Loan. (d) At The Swingline Lender may be replaced at any time that there shall exist a Defaulting Lenderby written agreement among the Company, the Borrower or CEGP, as applicable, shall, if Administrative Agent and the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the successor Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).. The

Appears in 1 contract

Sources: Credit Agreement (Factset Research Systems Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Sublimit, (ii) the sum of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Revolving Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Total Revolving Credit Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone irrevocable written notice (confirmed via a written Borrowing Request in a form approved by telecopythe Administrative Agent and signed by a Responsible Officer of the Borrower; provided that if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature page requirement may be waived at the sole discretion of the Administrative Agent), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit an account of the Borrower or CEGP, as applicable, with the Swingline Lender Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Revolving Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Defaulting Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline ▇▇▇▇▇▇ may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver a Swingline ▇▇▇▇▇▇ at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (Grindr Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans under the U.S. Revolving Commitments to the Borrower and CEGP (subject to the CEGP Sublimit) U.S. Borrowers or any Borrowing Subsidiary from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00050,000,000, (ii) the sum of the total U.S. Revolving Credit Exposures exceeding the total U.S. Revolving Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the CEGP Sublimittotal Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) U.S. Borrowers or any Borrowing Subsidiary may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be in an aggregate amount that is not less than $100,000. Swingline Loans shall be ABR Loans. (b) To request a Swingline Loan, a U.S. Borrower or the Borrower, for itself or Company (on behalf of CEGP, any Borrowing Subsidiary) shall notify the General Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon3:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The General Administrative Agent will promptly advise the Swingline Lender of any such notice received from such U.S. Borrower or the BorrowerCompany (on behalf of any Borrowing Subsidiary). The Swingline Lender shall make each Swingline Loan available to the such Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)4.01, by remittance to the Issuing BankLender) by 3:00 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the General Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the U.S. Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the U.S. Revolving Lenders will participate. Promptly upon receipt of such notice, the General Administrative Agent will give notice thereof to each U.S. Revolving Lender, specifying in such notice such U.S. Revolving Lender’s Applicable 's U.S. Revolving Commitment Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each U.S. Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the General Administrative Agent, for the account of the Swingline Lender, such U.S. Revolving Lender’s Applicable 's U.S. Revolving Commitment Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each U.S. Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).be

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Zimmer Holdings Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans in dollars to the Borrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,0005,000,000, (ii) the sum of the total Exposures Swingline Lender’s Revolving Exposure exceeding the total Commitments its Revolving Commitment, or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed fax or through any Electronic System or transmit by telecopy)electronic communication including an Approved Borrower Portal, in each case, if arrangements for doing so have been approved by the Administrative Agent, not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGPBorrower, as applicableto the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 2:00 p.m., New York City time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., New York City time, on a Business Day no later than 4:00 p.m., New York City time on such Business Day and if received after 11:00 a.m., New York City time, “on a Business Day” shall mean no later than 9:00 a.m., New York City time on the immediately succeeding Business Day), to pay to the Administrative AgentAgent in dollars, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation obligations to acquire participations in Swingline Loans pursuant to this paragraph is and to make payments in respect of such acquired participations are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer in dollars of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Vital Farms, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees in its individual capacity agrees, at any time and from time to time on and after the Closing Date to make a loan or loans (each a “Swingline Loans Loan” and, collectively, the “Swingline Loans”) to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 50,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitTotal Revolving Credit Commitment; provided that (A) each Swingline Loan shall be in a minimum amount of $1,000,000 and shall be repayable in full as provided in Section 2.09, and (B) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York, New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Commitment Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Applicable Revolving Credit Commitment Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute irrevocable and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the CommitmentsTotal Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Credit Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent for the account of the Revolving Credit Lenders and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative AgentAgent for the account of the Revolving Credit Lenders; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Kinder Morgan, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during on and after the Availability Period, date hereof and until the earlier of the Maturity Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $100,000,000, 40,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Total Commitment then in effect. Each Swingline Loan to refinance an outstanding Swingline Loanshall bear interest at a rate described in Section 2.09(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay repay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon3:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (i) the requested date of such Swingline Loan (which shall be a Business Day), whether such (ii) the Interest Period with respect to the requested Swingline Loan is for (which may not end after the Borrower or CEGPMaturity Date), and (iii) the amount of the requested Swingline Loan and (iv) the maturity of the requested Swingline Loan (which shall be no later than five Business Days after the date of such Swingline Loan). The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means wire transfer of a credit immediately available funds to the general deposit account of number 4945027308 maintained by the Borrower or CEGP, as applicable, with the Swingline Lender W▇▇▇▇ Fargo Bank (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing BankABA 1▇▇▇▇▇▇▇▇) by 3:00 6:00 p.m., New York City time, on the requested date of such Swingline Loan. The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Agent before 12:00 (noon), (New York time) on the date of prepayment at the Swingline Lender’s address for notices in the Administrative Questionnaire. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage percentage of such Swingline Loan or Swingline Loans, as the case may beLoans (which shall be equal to such Lender’s Pro Rata Percentage). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Pro Rata Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or a Default or reduction or termination of the CommitmentsTotal Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.02(c) with respect to Loans made by such Lender (and Section 2.07 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Facility Agreement (Janus Capital Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees may agree, but shall have no obligation, to make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Sublimit, (ii) the sum of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Total Revolving Credit Exposure exceeding the CEGP SublimitAggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopytelecopy or electronic mail), not later than 12:00 noon2:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit an account of the Borrower or CEGP, as applicable, with the Swingline Lender Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Notwithstanding the foregoing, upon the occurrence of (i) the Maturity Date, (ii) any Event of Default described in Section 7.01(h), (i) or (j), (iii) the date on which the Loans are accelerated, or (iv) the termination of the Commitments, each Lender shall be deemed to absolutely and unconditionally acquire participations in all of the Swingline Loans outstanding at such time in an amount equal to its Applicable Percentage of such Swingline Loans in each case without notice or any further action from the Swingline Lender, any Lender or the Administrative Agent, and upon any such occurrence each Lender hereby absolutely and unconditionally agrees to pay to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Defaulting Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline Lender may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting a Swingline Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (LHC Group, Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during on and after the Availability Period, date hereof and until the earlier of the Maturity Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $100,000,000, 40,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Total Commitment then in effect. Each Swingline Loan to refinance an outstanding Swingline Loanshall bear interest at a rate described in Section 2.09(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay repay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon3:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (i) the requested date of such Swingline Loan (which shall be a Business Day), whether such (ii) the Interest Period with respect to the requested Swingline Loan is for (which may not end after the Borrower or CEGPMaturity Date), and (iii) the amount of the requested Swingline Loan and (iv) the maturity of the requested Swingline Loan (which shall be no later than five Business Days after the date of such Swingline Loan). The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means wire transfer of a credit immediately available funds to the general deposit account of number 4945027308 maintained by the Borrower or CEGP, as applicable, with the Swingline Lender Wells Fargo Bank (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing BankABA 121000248) by 3:00 6:00 p.m., New York City time, on the ▇▇▇ requested date of such ▇▇▇▇ ▇▇▇ngline Loan. The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Agent before 12:00 (noon), (New York time) on the date of prepayment at the Swingline Lender's address for notices in the Administrative Questionnaire. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage 's percentage of such Swingline Loan or Swingline Loans, as the case may beLoans (which shall be equal to such Lender's Pro Rata Percentage). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Pro Rata Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or a Default or reduction or termination of the CommitmentsTotal Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.02(c) with respect to Loans made by such Lender (and Section 2.07 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein and subject to the aggregate Revolving Commitments, and as a part of the aggregate Revolving Commitments, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit10,000,000; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)email or facsimile, not later than 12:00 noon11:00 a.m., New York City Orleans time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 2:00 p.m., New York City Orleans time, on the requested date of such Swingline Loan. (c) In addition, Laitram hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 2:00 p.m., New Orleans time, on each Business Day, make available to Laitram by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day, less any deposits into the Funding Account or Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to Laitram, a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrower shall be deemed to have requested an advance an ABR Borrowing pursuant to Section 2.02 in the amount of such deficiency to be made on such Business Day. (d) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 11:00 a.m., New York City Orleans time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At . Notwithstanding the foregoing, a Revolving Lender shall not have any time that there shall exist obligation to acquire a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated participation in a Swingline Loan pursuant to Section 2.21(a)(iv), deliver to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender cash collateral in an amount equal writing, at least one Business Day prior to 102% the time such Swingline Loan was made, that such Event of Default has occurred and that such unallocated Fronting Exposure to secure Lender will not acquire participations in Swingline Loans made while such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)Event of Default is continuing.

Appears in 1 contract

Sources: Credit Agreement (Lapeyre James M Jr)

Swingline Loans. (a) Subject Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender agrees may elect to make have the terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to the take place on a periodic basis as set forth in Section 2.4(c). Each Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that hereby authorizes the Swingline Lender shall not be required to make a to, and Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the Borrower and CEGP (subject amount of the Swingline Loan requested to the CEGP Sublimitapplicable Funding Account (i) may borrow, prepay and reborrow on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline LoansLoans outstanding at any time shall not exceed $5,000,000. Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan). (b) To request Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of each Lender with a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice Revolving Loan Commitment shall be irrevocable deemed, without further action by any party hereto, to have unconditionally and shall specify irrevocably purchased from the requested date (which shall be a Business Day)Swingline Lender, whether without recourse or warranty, an undivided interest and participation in such Swingline Loan is for the Borrower or CEGP, and amount in proportion to its Pro Rata Share of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerRevolving Loan Commitment. The Swingline Lender shall make each may, at any time, require the applicable Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan available purchased hereunder, Agent shall promptly distribute to the Borrower or CEGPsuch Lender, as applicable, such ▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, such Agent in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date respect of such Swingline Loan. (c) The Agent, on behalf of Swingline Lender, shall request settlement (a “Settlement”) with respect to Swingline Loans with the Lenders holding a Revolving Loan Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 p.m. Central Time on the date of such requested Settlement (the “Settlement Date”). Each applicable Lender (other than the Swingline Lender) shall transfer the amount of such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement is requested to Agent, to such account of Agent as Agent may by written notice given to the Administrative Agent designate, not later than 10:00 a.m.2:00 p.m., New York City timeCentral Time, on any Business Day require such Settlement Date. Settlements may occur during the Lenders to acquire participations on such Business Day existence of a Default and whether or not the applicable conditions precedent set forth in all or a portion of the Swingline Loans outstandingSection 4.2 have then been satisfied. Such notice amounts transferred to Agent shall specify be applied against the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account amounts of the Swingline Lender’s Swingline Loans and, together with such Swingline Lender’s Applicable Percentage Pro Rata Share of such Swingline Loan or Swingline LoansLoan, as the case may beshall constitute Revolving Loans of such Lenders, respectively. Each Lender acknowledges and agrees that its obligation If any such amount is not transferred to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected Agent by any circumstance whatsoeverapplicable Lender on such Settlement Date, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made entitled to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline recover such amount on demand from such Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereoftogether with interest thereon. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Loan and Security Agreement (Kaspien Holdings Inc.)

Swingline Loans. (a) Subject Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender agrees may elect to make have the terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 is referred to in this Agreement as a "Swingline Loan"), with settlement among them as to the Swingline Loans to the take place on a periodic basis as set forth in Section 2.4(c). Each Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that hereby authorizes the Swingline Lender shall not be required to make a to, and Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the Borrower and CEGP (subject amount of the Swingline Loan requested to the CEGP Sublimitapplicable Funding Account (i) may borrow, prepay and reborrow on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline LoansLoans outstanding at any time shall not exceed $5,000,000. Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan). (b) To request Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of each Lender with a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice Revolving Loan Commitment shall be irrevocable deemed, without further action by any party hereto, to have unconditionally and shall specify irrevocably purchased from the requested date (which shall be a Business Day)Swingline Lender, whether without recourse or warranty, an undivided interest and participation in such Swingline Loan is for the Borrower or CEGP, and amount in proportion to its Pro Rata Share of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerRevolving Loan Commitment. The Swingline Lender shall make each may, at any time, require the applicable Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan available purchased hereunder, Agent shall promptly distribute to the Borrower or CEGPsuch Lender, as applicable, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, such Agent in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date respect of such Swingline Loan. (c) The Agent, on behalf of Swingline Lender, shall request settlement (a "Settlement") with respect to Swingline Loans with the Lenders holding a Revolving Loan Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 p.m. Central Time on the date of such requested Settlement (the "Settlement Date"). Each applicable Lender (other than the Swingline Lender) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement is requested to Agent, to such account of Agent as Agent may by written notice given to the Administrative Agent designate, not later than 10:00 a.m.2:00 p.m., New York City timeCentral Time, on any Business Day require such Settlement Date. Settlements may occur during the Lenders to acquire participations on such Business Day existence of a Default and whether or not the applicable conditions precedent set forth in all or a portion of the Swingline Loans outstandingSection 4.2 have then been satisfied. Such notice amounts transferred to Agent shall specify be applied against the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account amounts of the Swingline Lender's Swingline Loans and, together with such Swingline Lender’s Applicable Percentage 's Pro Rata Share of such Swingline Loan or Swingline LoansLoan, as the case may beshall constitute Revolving Loans of such Lenders, respectively. Each Lender acknowledges and agrees that its obligation If any such amount is not transferred to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected Agent by any circumstance whatsoeverapplicable Lender on such Settlement Date, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made entitled to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline recover such amount on demand from such Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereoftogether with interest thereon. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Loan and Security Agreement (Horizon Global Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender severally agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodPeriod (each such loan, a “Swingline Loan”), in a minimum amount of $15,000,000 and in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Sublimit, (ii) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender exceeding such Swingline Lender’s Swingline Commitment, (iii) such Swingline Lender’s Revolving Credit Exposure exceeding its Commitment or (iv) the sum of the total Aggregate Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitAggregate Commitments; provided that the no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify deliver to the Administrative Agent of such request a Swingline Loan Notice by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with , provided that notice for a proposed Swingline Loan that is an ABR Loan shall be not later than 3:00 p.m., New York City Time, on the foregoing, CEGP hereby irrevocably appoints date of the Borrower as its agent for purposes of requesting proposed ABR Loan that is a Swingline Loans hereunder in the name of CEGPLoan. Each such notice telephonic Swingline Loan Notice shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, electronic communication or telecopy to the Administrative Agent of a written Swingline Loan Notice. Each Swingline Loan Notice shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender Lenders of any such notice received from the Borrower. The Each Swingline Lender shall make each its ratable portion of the requested Swingline Loan (such ratable portion to be calculated based upon such Swingline Lender’s Swingline Commitment to the total Swingline Commitments of all of the Swingline Lenders) available to the Borrower or CEGP, as applicable, by means of a credit wiring immediately available funds to the general deposit an account of designated by the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a applicable Swingline Loan Notice, provided that Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank2.05(e) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereofIssuing Bank. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit and Guarantee Agreement (H&r Block Inc)

Swingline Loans. (a) Subject Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender agrees may elect to make have the terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 is referred to in this Agreement as a "Swingline Loan"), with settlement among them as to the Swingline Loans to the take place on a periodic basis as set forth in Section 2.4(c). Each Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that hereby authorizes the Swingline Lender shall not be required to make a to, and Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the Borrower and CEGP (subject amount of the Swingline Loan requested to the CEGP Sublimitapplicable Funding Account (i) may borrow, prepay and reborrow on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a. m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline LoansLoans outstanding at any time shall not exceed $1,500,000. Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan). (b) To request a Swingline Loan, Upon the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case making of a Swingline Loan made (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline ), each Lender may with a Revolving Loan Commitment shall be deemed, without further action by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided aboveparty hereto, to pay to the Administrative Agent, for the account of have unconditionally and irrevocably purchased from the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan without recourse or Swingline Loanswarranty, as the case may be. Each Lender acknowledges an undivided interest and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).participation

Appears in 1 contract

Sources: Loan and Security Agreement (LIVE VENTURES Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans in dollars to the Borrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,0002,500,000, (ii) the sum of the total Exposures Swingline Lender’s Revolving Exposure exceeding the total Commitments its Revolving Commitment, or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed fax or through any Electronic System or an Approved Borrower Portal, in each case, if arrangements for doing so have been approved by telecopy)the Administrative Agent, not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGPBorrower, as applicableto the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the applicable Lenders) by 3:00 2:00 p.m., New York City time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., New York City time, on a Business Day no later than 4:00 p.m., New York City time on such Business Day and if received after 11:00 a.m., New York City time, “on a Business Day” shall mean no later than 9:00 a.m., New York City time on the immediately succeeding Business Day), to pay to the Administrative AgentAgent in dollars, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation obligations to acquire participations in Swingline Loans pursuant to this paragraph is and to make payments in respect of such acquired participations are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer in dollars of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Neptune Insurance Holdings Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Revolving Exposures exceeding the total Revolving Commitments or (iii) with respect to Swingline the sum of the Revolving Exposures and the aggregate principal amount of the outstanding Term Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitBorrowing Base then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the a Borrower. The Swingline Lender shall make each Swingline Loan available to the a Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the a Borrower or CEGP (or other party on behalf of the Borrower or CEGPa Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving 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 a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Bergen Brunswig Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the US Tranche Swingline Lender agrees to make US Tranche Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding US Tranche Swingline Loans exceeding $100,000,000, 25,000,000 or (ii) the sum of the total US Tranche Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitUS Tranche Commitments; provided that the Swingline Lender shall not be required to make a US Tranche Swingline Loan to refinance an outstanding US Tranche Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow US Tranche Swingline Loans. Subject to the terms and conditions set forth herein, the Multicurrency Tranche Swingline Lender agrees to make Multicurrency Tranche Swingline Loans in Euro or Sterling to the UK Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in the Dollar Equivalent of the aggregate principal amount of outstanding Multicurrency Tranche Swingline Loans exceeding the Dollar Equivalent of $5,000,000 or (ii) the total Multicurrency Tranche Exposures exceeding the total Multicurrency Tranche Commitments; provided that the Multicurrency Tranche Swingline Lender shall not be required to make a Multicurrency Tranche Swingline Loan to refinance an outstanding Multicurrency Tranche Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the UK Borrower may borrow, prepay and reborrow Multicurrency Tranche Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Applicable Agent of such request by telephone (confirmed by telecopy), not later than (x) 12:00 noon, New York City time, on the day of a proposed US Tranche Swingline Loan and (y) 10:00 a.m. London time with respect to a Swingline Loan administered by the European Agent, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline LoanLoan and the Tranche under which the requested Swingline Loan will be borrowed. The Administrative Applicable Agent will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. The US Tranche Swingline Lender shall shall, subject to the terms and conditions of this Agreement, make each US Tranche Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Administrative Agent (or, in the case of a US Tranche Swingline Loan made to finance the reimbursement of an US Tranche LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such US Tranche Swingline Loan. The Multicurrency Tranche Swingline Lender shall, subject to the terms and conditions of this Agreement, make each Multicurrency Tranche Swingline Loan available to the UK Borrower by means of a credit to the general deposit account of the UK Borrower with the European Agent (or, in the case of a Multicurrency Tranche Swingline Loan made to finance the reimbursement of an Multicurrency Tranche LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., London time, on the requested date of such Swingline Loan. (c) The applicable Swingline Lender may by written notice given to the Administrative Applicable Agent not later than (x) 10:00 a.m., New York City time, on any Business Day require the US Tranche Lenders to acquire participations on such Business Day in all or a portion of the US Tranche Swingline Loans outstanding and (y) 10:00 a.m., London time, on any Business Day require the Multicurrency Tranche Lenders to acquire participations on such Business Day in all or a portion of the Multicurrency Tranche Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the such Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s Applicable Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Applicable Agent, for the account of the applicable Swingline Lender, such Lender’s Applicable Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Applicable Agent shall notify the Borrower of any participations in any applicable Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable Swingline Lender. Any amounts received by the applicable Swingline Lender from the Borrower or CEGP the UK Borrower, as the case may be, (or other party on behalf of the Borrower or CEGPthe UK Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Applicable Agent; any such amounts received by the Administrative Applicable Agent shall be promptly remitted by the Administrative such Applicable Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower or the UK Borrower, as the case may be, for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (MPS Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its sole discretion make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Sublimit, (ii) the sum of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Revolving Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Total Revolving Credit Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone irrevocable written notice (confirmed via a written Borrowing Request in a form approved by telecopythe Administrative Agent and signed by a Responsible Officer of the Borrower), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit an account of the Borrower or CEGP, as applicable, with the Swingline Lender Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Revolving Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Defaulting Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline ▇▇▇▇▇▇ may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver a Swingline ▇▇▇▇▇▇ at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (Grindr Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans denominated in Dollars, Euro or Sterling to the Borrower and CEGP (subject to the CEGP Sublimit) Global Tranche Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans Exposure exceeding $100,000,000, (ii) the sum Global Tranche Revolving Credit Exposure of the total Exposures any Lender exceeding the total Commitments or Global Tranche Revolving Commitment of such Lender, (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Global Tranche Revolving Credit Exposure exceeding the CEGP Sublimit; provided that Aggregate Global Tranche Revolving Commitments and (iv) in the Swingline Lender shall not be required to make case of a Swingline Loan to refinance an any Global Tranche Borrower that is a Subsidiary Borrower, the Aggregate Revolving Credit Exposure as to which the Subsidiary Borrowers are the Applicable Borrowers exceeding $325,000,000; provided that no more than four Swingline Loans may be outstanding Swingline Loanat any time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (Global Tranche Borrowers may, subject to the CEGP Sublimit) may sole discretion of the Swingline Lender as set forth above, borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or Parent Borrower (on behalf of CEGP, itself or the Swiss Subsidiary Borrower) shall notify submit to the Administrative Agent Agent, by fax or email, a completed Borrowing Request signed by a Responsible Officer of such request by telephone the Parent Borrower (confirmed by telecopy)i) in the case of a Swingline Dollar Loan, not later than 12:00 noon, New York City time2:00 p.m., on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder Loan or (ii) in the name case of CEGPa Swingline Foreign Currency Loan, not later than 2:00 p.m., Applicable Time, on the day one Business Day before such proposed Swingline Foreign Currency Loan. Each such notice shall be irrevocable and shall specify (A) the identity of the Applicable Borrower, (B) the amount of the requested Swingline Loan, (C) the currency in which such Swingline Loan is to be denominated, (D) the requested date (of such Swingline Loan, which shall be a Business Day, and (E) in the case of any Swingline Dollar Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline LoanLC Disbursement intended to be reimbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Parent Borrower. The If the Swingline Lender determines, in its sole discretion, to make the requested Swingline Loan, the Swingline Lender shall make each such Swingline Loan available to the Applicable Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Applicable Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Dollar Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City timeApplicable Time, on the requested date of such Swingline Loan. (c) The Swingline Lender may may, by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time12:00 noon, on any Business Day Day, require the Global Tranche Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount and currencies of the Swingline Loans in which the Global Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Global Tranche Lender, specifying in such notice such Lender’s Applicable Global Tranche Percentage of such Swingline Loan or Swingline Loans, as Loans and the case may becurrencies thereof. Each Global Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided aboveabove with respect to such Swingline Loan or Loans, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Global Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Global Tranche Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 Event of Default or reduction or termination of the Global Tranche Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Global Tranche Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsfurther acknowledges and agrees that, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall applymaking any Swingline Loan, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant be entitled to this paragraphrely, and thereafter payments in respect of such Swingline Loan shall be made to not incur any liability for relying, upon the Administrative Agent representation and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf warranty of the Parent Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have deemed made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)4.

Appears in 1 contract

Sources: Credit Agreement (Tupperware Brands Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the 509265-1601-13380-Active.12396546.12 Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Newfield Exploration Co /De/)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, 20,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP SublimitCommitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wire transfer to the general deposit account of designated by the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Loan Agreement (Cheesecake Factory Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) Company from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum Dollar Amount of the total Exposures Swingline Lender’s Revolving Credit Exposure exceeding the total Commitments its Revolving Commitment or (iii) with respect subject to Swingline Loans to CEGPSection 2.04, the CEGP Exposure Dollar Amount of the total Dollar Tranche Revolving Credit Exposures exceeding the CEGP Sublimitaggregate Dollar Tranche Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Company may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfacsimile), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the BorrowerCompany. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, Company by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, Company with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Dollar Tranche Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Dollar Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Dollar Tranche Lender, specifying in such notice such Dollar Tranche Lender’s Applicable Dollar Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Dollar Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Dollar Tranche Lender’s Applicable Dollar Tranche Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Dollar Tranche Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Dollar Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Dollar Tranche Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Dollar Tranche Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP Company (or other party on behalf of the Borrower or CEGPCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Dollar Tranche Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Company of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Amendment and Restatement Agreement (LKQ Corp)

Swingline Loans. (ai) Subject to the terms and conditions set forth of herein, the Swingline Lender agrees to may, in its sole discretion, make loans (each such loan, a “Swingline Loans Loan”) to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers in Dollars from time to time time, on any Business Day during the Revolving Credit Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of the Swingline Sublimit; provided, however, that will after giving effect to any Swingline Borrowing, the Total Outstanding Revolving Credit Amount shall not exceed the Aggregate Revolving Credit Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(c), prepay under Section 2.3, and reborrow under this Section 2.1(c). Swingline Loans shall not be Base Rate Loans (except when subject to the Default Rate) or Eurocurrency Rate Loans. (ii) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrowers (each of which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 12:00 p.m. on any Business Day request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan. (iii) Each Borrower shall pay to the Swingline Lender on demand, in Same Day Funds, the amount of such Swingline Loans made to it to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, each Borrower hereby authorizes the Administrative Agent to charge any account maintained by such Borrower with the Swingline Lender (iup to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of any Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. (iv) If for any reason any Swingline Loan cannot be refinanced with a Revolving Credit Loan pursuant to Section 2.1(c)(ii), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.1(c)(ii), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000then outstanding. Each Revolving Credit Lender will immediately transfer to the Swingline Lender, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGPin Same Day Funds, the CEGP Exposure exceeding the CEGP Sublimit; provided that amount of its Swingline Participation Amount. Whenever, at any time after the Swingline Lender shall not be required to make a has received from any Revolving Credit Lender such Revolving Credit Lender’s Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinParticipation Amount, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of receives any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit payment on account of the Borrower or CEGPSwingline Loans, as applicable, with the Swingline Lender will distribute to such Revolving Credit Lender its Swingline Participation Amount (orappropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Credit Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loan made Loans then due); provided that in the event that such payment received by the Swingline Lender is required to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)be returned, by remittance such Revolving Credit Lender will return to the Issuing Bank) Swingline Lender any portion thereof previously distributed to it by 3:00 p.m., New York City time, on the requested date of such Swingline LoanLender. (cv) The Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.1(c)(ii) and to purchase participating interests pursuant to Section 2.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or any Borrower may have against the Swingline Lender may by written notice given Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to the Administrative Agent not later than 10:00 a.m., New York City time, on satisfy any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify other conditions specified in Section 4, (C) any adverse change in the aggregate amount condition (financial or otherwise) of Swingline Loans in which any Borrower, (D) any breach of this Agreement or any other Credit Document by any Borrower, any other Credit Party or any other Revolving Credit Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof foregoing. (vi) If any Revolving Credit Lender fails to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay make available to the Administrative Agent, for the account of the Swingline Lender, any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.1(c) by the time specified in Section 2.1(c)(ii) or 2.1(c)(iv), as applicable, the Swingline Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Applicable Percentage of such Swingline Revolving Credit Loan or Swingline LoansParticipation Amount, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination A certificate of the Commitments, and that each such payment shall be made without Swingline Lender submitted to any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in (through the same manner as provided in Section 2.07 Administrative Agent) with respect to Loans made by such Lender any amounts owing under this clause (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan vi) shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereofconclusive absent manifest error. (dvii) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver Notwithstanding anything to the Swingline Lender cash collateral contrary contained in an amount equal this Agreement, this Section 2.1(c) shall be subject to 102% the terms and conditions of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.12 and Section 2.15.

Appears in 1 contract

Sources: Credit Agreement (Aptargroup Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans denominated in Dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodCSW Borrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00010,000,000, (ii) the sum of the total Exposures Swingline Lender’s Revolving Exposure exceeding the total Commitments its Revolving Commitment or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure Aggregate Revolving Exposures exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the CSW Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, CSW Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)fax) or through Electronic Systems, if arrangements for doing so have been approved by the Administrative Agent, not later than 12:00 noonp.m., New York City timeLocal Time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the CSW Borrower. The Swingline Lender shall make each Swingline Loan available to the CSW Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 2:00 p.m., New York City timeLocal Time, on the requested date of such Swingline Loan. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and from the Administrative Agent shall promptly pay to the Swingline Lender the amounts so (and in any event, if such notice is received by it from the Lenders. The Administrative Agent 11:00 a.m., Local Time, on a Business Day no later than 4:00 p.m. Local Time on such Business Day and if received after 11:00 a.m., Local Time, “on a Business Day” shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).mean no later than 9:00 a.

Appears in 1 contract

Sources: Credit Agreement (CSW Industrials, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees Lenders agree to make Swingline Loans denominated in U.S. Dollars to the any Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $100,000,000, US$180,000,000 or (ii) the sum of the total Revolving Credit Exposures of the applicable Class plus the aggregate principal amount of outstanding Competitive Loans of such Class exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimitof such Class; provided that (A) no Swingline Loans will be made on the last day of any calendar quarter and (B) if any Swingline Lender shall not Loans of either Class are outstanding on the Business Day immediately preceding the last day of any calendar quarter, the Lenders will be required required, if requested by a Swingline Lender, to make a ABR Revolving Loans of such Class on such day in an equivalent amount, the proceeds of which will be applied to repay such Swingline Loan to refinance an outstanding Swingline LoanLoans. Within the foregoing limits and subject to the terms and conditions set forth herein, the a Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City timeLocal Time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), ) and amount of the requested Swingline Loan and whether such Swingline Loan is for the Borrower to be a Tranche A Swingline Loan or CEGP, and amount of the requested a Tranche B Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender Lenders of any such notice received from the such Borrower. The Swingline Lender Lenders shall make each Swingline Loan available to the applicable Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, with the Swingline Lender Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing BankBank identified in such notice) by 3:00 p.m., New York City timeLocal Time, on the requested date of such Swingline Loan. Each Swingline Lender shall be required to make available 331/3% of each Swingline Loan requested by such Borrower. No Swingline Lender shall be required to make available any Swingline Loan if such Loan would cause the aggregate amount of outstanding Swingline Loans of such Swingline Lender to exceed US$60,000,000. (c) The A Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City timeLocal Time, on any Business Day (i) require the Tranche A Lenders to acquire participations on such Business Day in all or a portion of such Swingline Lender’s Tranche A Swingline Loans outstanding or (ii) require the Tranche B Lenders to acquire participations on such Business Day in all or a portion of such Swingline Lender’s Tranche B Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Tranche A Lenders or Tranche B Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Lender or Tranche B Lender, as the case may be, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Tranche A Lender and Tranche B Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Tranche A Commitments or Tranche B Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Tranche A Lender and Tranche B Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.08 with respect to Loans made by such Lender (and Section 2.07 2.08 shall apply, mutatis mutandis, to the payment obligations of the Tranche A Lenders and Tranche B Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Tranche A Lenders or Tranche B Lenders, as the case may be. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by the a Swingline Lender from the a Borrower or CEGP (or other party on behalf of the Borrower or CEGPa Borrower) in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders of the applicable Class that shall have made their payments pursuant to this paragraph and to the such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to such Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Yum Brands Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during on and after the Availability Period, date hereof and until the earlier of the Maturity Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $100,000,000, 30,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanTotal Commitment then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay repay and reborrow Swingline Loans. Swingline Loans shall be ABR Loans. (b) To request a Whenever the Borrower desires that the Swingline Loan, Lender make Swingline Loans it shall give the Borrower, for itself or on behalf of CEGP, shall notify Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Administrative Agent of such request by telephone (confirmed by telecopy), Swingline Lender not later than 12:00 noon1:00 P.M., New York City time, on the day proposed borrowing date), specifying (i) the amount of a proposed the Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall Loan to be irrevocable borrowed and shall specify (ii) the requested borrowing date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available Day prior to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(eMaturity Date), by remittance to the Issuing Bank) by . Not later than 3:00 p.m.P.M., New York City time, on the requested borrowing date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline LoanLoan available to the Borrower on such borrowing date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such borrowing date in immediately available funds. (c) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender may by written to act on its behalf), on one Business Day's notice given to by the Administrative Agent not Swingline Lender no later than 10:00 a.m.12:00 Noon, New York City time, on any Business Day require request each Lender to make, and each Lender hereby agrees to make, a Standby Loan, in an amount equal to such Lender's Pro Rata Percentage of the Lenders to acquire participations on such Business Day in all or a portion aggregate amount of the Swingline Loans outstanding. Such notice shall specify (the aggregate amount of "Refunded Swingline Loans in which Loans") outstanding on the Lenders will participate. Promptly upon receipt date of such notice, to repay the Administrative Agent will give notice thereof to each Swingline Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Pro Rata Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.02(c) with respect to Loans made by such Lender (and Section 2.07 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts Standby Loans so received by the Administrative Agent shall be promptly remitted immediately made available by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and it to the Swingline Lender, as their interests may appear. The purchase Lender for application by the Swingline Lender to the repayment of participations in a the Refunded Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereofLoans. (d) At If prior to the time a Standby Loan would have otherwise been made pursuant to Section 2.05(c), one of the events described in clauses (g) or (h) of Article VII shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Standby Loans may not be made as contemplated by Section 2.05(c), each Lender shall, on the date such Standby Loan was to have been made pursuant to the notice referred to in Section 2.05(c), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the "Swingline Participation Amount") equal to (i) such Lender's Pro Rata Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Standby Loans. (e) Whenever, at any time after the Swingline Lender has received from any Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that there in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (f) Each Lender's obligation to make the Loans referred to in Section 2.05(c) and to purchase participating interests pursuant to Section 2.05(d) shall exist a Defaulting be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or CEGPany other Person for any reason whatsoever, as applicable, shall, if (ii) the full amount occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the Fronting Exposure with respect other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to any of the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)foregoing.

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers, from time to time during the Availability PeriodPeriod if, in an aggregate principal amount at any time outstanding that will not result in after giving effect thereto, (i) the aggregate principal amount of outstanding Swingline Loans exceeding shall not exceed $100,000,000, 50,000,000 and (ii) the sum total Credit Exposures shall not exceed the lesser of (x) the total Exposures exceeding Total Commitment and (y) the total Commitments or (iii) with respect to Swingline Loans to CEGPBorrowing Base, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or Company (on behalf of CEGPitself or, if applicable, the relevant Borrower) or the relevant Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a such proposed Swingline Loan. In connection with Each such telephonic request shall be confirmed promptly by facsimile or other electronic transmission to the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGPAdministrative Agent. Each such notice shall be irrevocable and shall specify the name of the relevant Borrower, the requested date of the Swingline Loan (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the location and number of such Borrower’s account to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company or the relevant Borrower. The Swingline Lender shall make each Swingline Loan available to the relevant Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.06(f), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline LoanLender). (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower or CEGP (or other party on behalf of the Borrower or CEGPrelevant Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP Borrowers of any default in the payment thereof. (d) At any time that there shall exist a Defaulting The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Borrower Lenders on at least a weekly basis or CEGPon any earlier date that the Administrative Agent elects, as applicableby notifying the Lenders of such requested Settlement by facsimile, shalltelephone, if or e-mail no later than 12:00 noon, New York City time on the full date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the Fronting Exposure applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such Defaulting account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., New York City time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender has not been reallocated pursuant to Section 2.21(a)(iv)on such Settlement Date, deliver to the Swingline Lender cash collateral shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.07.

Appears in 1 contract

Sources: Credit Agreement (Tyson Foods Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to make swingline loans in Dollars (individually, a "Swingline Loans Loan" and collectively, the "Swingline Loans") to the any Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability PeriodRevolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.04, in an aggregate principal amount at any time outstanding provided, that will not result in (i) the aggregate principal amount of outstanding all Swingline Loans exceeding shall not exceed $100,000,000100,000,000 at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Lenders immediately prior to such borrowing or result in the sum of the total Exposures Aggregate Revolving Credit Exposure and the Competitive Loan Exposure then outstanding exceeding the total aggregate Revolving Credit Commitments or then in effect, and (iii) with respect to in no event may Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit; provided that the Swingline Lender be borrowed hereunder if (x) an Event of Default or Event of Termination shall have occurred and be continuing and (y) such Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed by any Swingline Borrower under this Section 2.04 may be required repaid and, up to make a but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loan to refinance an outstanding Loans shall at all times be ABR Loans. The relevant Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, shall notify give the Administrative Agent notice of such request any Swingline Loan requested hereunder (which notice must be received by telephone (confirmed by telecopy), not later than 12:00 noonthe Administrative Agent prior to 11:00 a.m., New York City time, on the day of a proposed Swingline Loan. In connection with requested Borrowing Date) specifying (A) the foregoingamount to be borrowed, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify (B) the requested date (which shall be a Business Day)Borrowing Date. Upon receipt of such notice, whether such Swingline Loan is for the Borrower or CEGP, and amount of the requested Swingline Loan. The Administrative Agent will shall promptly advise notify the Swingline Lender of any the aggregate amount of such notice received from the Borrowerborrowing. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 Not later than 1:00 p.m., New York City time, on the requested date of Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan. (c) The Swingline Lender may by written notice given Loan available to the Administrative Agent not later than for the account of the relevant Swingline Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the relevant Swingline Borrower by the Administrative Agent crediting the account of such Swingline Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender and in like funds as received by the Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. (b) Notwithstanding the occurrence of any Event of Default or Event of Termination or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Loan shall remain outstanding at 10:00 a.m., New York City time, on any the fifth Business Day require following the Lenders to acquire participations Borrowing Date thereof and if by such time on such fifth Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the relevant Swingline Borrower pursuant to Section 2.02 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify an amount at least equal to the aggregate principal amount of such Swingline Loans in which Loan, nor (ii) any other notice satisfactory to the Lenders will participate. Promptly upon receipt of Administrative Agent indicating such noticeSwingline Borrower's intent to repay such Swingline Loan on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent will give shall be deemed to have received a notice thereof from such Swingline Borrower pursuant to each Lender, specifying Section 2.02 requesting that ABR Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in such notice such Lender’s Applicable Percentage an amount equal to the amount of such Swingline Loan or Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in making such ABR Loans, provided, that for the purposes of determining each Lender's Pro Rata Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such borrowing shall be deemed to not be outstanding. The proceeds of such ABR Loans shall be applied to repay such Swingline Loan. (c) If, for any reason, ABR Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04 to repay any Swingline Loan as required by such paragraph, effective on the case may bedate such ABR Loans would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default, purchase a participating interest in such Swingline Loan ("Unrefunded Swingline Loan") in an amount equal to the amount of the ABR Loan which would otherwise have been made by such Lender pursuant to paragraph (b) of this Section 2.04. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay will immediately transfer to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations amount of the Lenders)its participation, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect proceeds of such Swingline Loan participations shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGP) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender. All payments by the Lenders in respect of Unrefunded Swingline Loans and participations therein shall be made in accordance with Section 2.14. (d) Notwithstanding the foregoing, as their interests may appear. The purchase of participations a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph the foregoing paragraphs if an Event of Default or Event of Termination shall not relieve have occurred and be continuing at the Borrower or CEGP of any default in the payment thereof. (d) At any time that there such Swingline Loan was made and such Lender shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to have notified the Swingline Lender cash collateral in an amount equal writing, at least one Business Day prior to 102% the time such Swingline Loan was made, that such Event of Default or such unallocated Fronting Exposure to secure Event of Termination has occurred and that such unallocated Fronting Exposure with respect to Lender will not acquire participations in Swingline Loans made while such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)Event of Default or such Event of Termination is continuing.

Appears in 1 contract

Sources: Revolving Credit and Competitive Advance Facility Agreement (Crown Cork & Seal Co Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make loans (each a "Swingline Loans Loan", and collectively, the "Swingline Loans") to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during from the Availability PeriodClosing Date to but excluding the Revolving Credit Commitment Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding to exceed $100,000,000, 5,000,000 or (ii) the sum aggregate principal amount of all Revolving Credit Loans then outstanding plus the total Exposures exceeding aggregate L/C Exposure then existing plus the total Commitments or (iii) with respect to aggregate principal amount of all Swingline Loans then outstanding to CEGP, exceed the CEGP Exposure exceeding the CEGP SublimitTotal Revolving Credit Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay repay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfacsimile), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Percentage 's ratable portion of such Swingline Loan or Swingline Loans, as Loans (in accordance with its respective Percentage of the case may beTotal Revolving Credit Commitments). Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon within two (2) Business Days of receipt of the notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Applicable Percentage 's ratable portion of such Swingline Loan or Swingline Loans, as Loans (in accordance with its respective Percentage of the case may beTotal Revolving Credit Commitments). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.3(b) with respect to Loans made by such Lender (and Section 2.07 2.3(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Oneida LTD)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender Bank agrees to make Swingline Loans denominated in dollars to the any Borrower and CEGP (subject to the CEGP Sublimit) or any Additional Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $100,000,00050,000,000, (ii) the sum aggregate principal amount of the total Exposures outstanding Swingline Loans made by the Swingline Bank, together (without duplication) with the Dollar Revolving Exposure of the Swingline Bank, exceeding the total Commitments aggregate principal amount of the Dollar Revolving Commitment of the Swingline Bank or (iii) with respect to Swingline Loans to CEGP, the CEGP aggregate Dollar Revolving Exposure exceeding the CEGP Sublimitaggregate Dollar Revolving Commitments; provided that the Swingline Lender Bank shall not be required to make a Swingline Loan Loans to refinance an outstanding Swingline Loan. Each Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $500,000; provided that a Swingline Loan may be in an aggregate amount that is equal to the entire unused balance of the aggregate Dollar Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.18. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers and CEGP (subject to the CEGP Sublimit) Additional Borrowers may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself a Borrower or on behalf of CEGP, Additional Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)telephone, not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic imaging to the Administrative Agent of a written Notice of Swingline Borrowing. Each such telephonic and written Notice of Swingline Borrowing shall specify the requested date (which shall be a Domestic Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender Bank of any such notice received from the any Borrower or any Additional Borrower. The Swingline Lender Bank shall make each Swingline Loan available to the requesting Borrower or CEGP, as applicable, Additional Borrower by means of a credit to the general deposit account of the such Borrower or CEGP, as applicable, Additional Borrower maintained with the Swingline Lender Bank (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)2.18, by remittance to the applicable Issuing Bank or, to the extent that the Revolving Banks of the applicable Class have made payments pursuant to Section 2.18 to reimburse such Issuing Bank, to such Revolving Banks and such Issuing Bank as their interests may appear) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender Bank may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, on any Domestic Business Day require the Lenders Dollar Revolving Banks to acquire participations on such Domestic Business Day in all or a portion of the Swingline Loans outstandingmade by the Swingline Bank and outstanding at such time. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders Dollar Revolving Banks will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each LenderDollar Revolving Bank, specifying in such notice such LenderBank’s Dollar Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender Dollar Revolving Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline LenderBank, such LenderBank’s Dollar Applicable Percentage of such Swingline Loan or Swingline LoansLoans in Dollars. Each Dollar Revolving Bank acknowledges and agrees that, in making any Swingline Loan, the Swingline Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers and Additional Borrowers deemed made pursuant to Section 3.2 unless, at least one Domestic Business Day prior to the time such Swingline Loan was made, the Majority in Interest of the Dollar Revolving Banks shall have notified the Swingline Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the case may beconditions precedent set forth in Section 3.2 would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Bank shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender Dollar Revolving Bank further acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Dollar Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender Dollar Revolving Bank shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.4 with respect to Loans made by such Lender Bank (and Section 2.07 2.4 shall apply, mutatis mutandis, to the payment obligations of the LendersDollar Revolving Banks under this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender Bank the amounts so received by it from the LendersDollar Revolving Banks. The Administrative Agent shall notify the Borrower Borrowers and Additional Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent in Dollars and not to the Swingline LenderBank. Any amounts received by the Swingline Lender Bank from the Borrower Borrowers or CEGP Additional Borrowers (or other party Person on behalf of the Borrower Borrowers or CEGPAdditional Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender Bank of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Bank to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders Dollar Revolving Banks that shall have made their payments pursuant to this paragraph and to the Swingline LenderBank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Bank or to the Administrative Agent, as applicable, and thereafter to the Borrowers or the Additional Borrowers, if and to the extent such payment is required to be refunded to the Borrowers or the Additional Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the any Borrower or CEGP any Additional Borrower of any default in the payment thereofits obligation to repay such Swingline Loan. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Allegion PLC)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Revolving Availability Period, Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $100,000,000, 1,000,000 or (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP SublimitAggregate Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a the proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for ) and the Borrower or CEGP, and amount of the requested Swingline LoanLoan and the location and number of the account of the Borrower to which funds are to be disbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. The Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent will promptly shall advise the Swingline Lender of any such notice received from the Borrowerdetails thereof. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit wire transfer to the general deposit account of specified in such Borrowing Request or to the Borrower or CEGPapplicable Issuing Bank, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)may be, by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that, in making any Swingline LoansLoan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the case may beconditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party Person on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower or CEGP of any default in the payment thereofits obligation to repay such Swingline Loan. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (GFI Software S.A.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the sum of the total Exposures exceeding the total Commitments or (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding the CEGP Sublimit20,000,000; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Almost Family Inc)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000the Swingline Lender’s Swingline Commitment, (ii) the sum of the total Exposures Swingline Lender’s Revolving Exposure exceeding the total Commitments its Revolving Commitment, or (iii) with respect to Swingline Loans to CEGP, the CEGP Aggregate Revolving Exposure exceeding the CEGP Sublimitaggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) . To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify the Administrative Agent of such request through Electronic System or the Approved Borrower Portal, in each case to the extent arrangements for doing so have been approved by telephone (confirmed by telecopy)the Administrative Agent, not later than 12:00 noon9:00 a.m., New York City Pacific time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGPBorrower, as applicable, to the extent the Swingline Lender elects to make such Swingline Loan by means of a credit to the general deposit account of the Borrower or CEGP, as applicable, with the Swingline Lender Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 1:00 p.m., New York City Pacific time, on the requested date of such Swingline Loan. All Swingline Loans shall be ABR Borrowings. (cb) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received (x) by 9:00 a.m., Pacific time, on a Business Day, no later than 2:00 p.m., Pacific time on such Business Day and (y) after 9:00 a.m., Pacific time, on a Business Day, no later than 7:00 a.m., Pacific time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in the payment thereof. (d) At any time that there shall exist a Defaulting Lender, the Borrower or CEGP, as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j).

Appears in 1 contract

Sources: Credit Agreement (Black Rock Coffee Bar, Inc.)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the US Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result to exceed $50,000,000100,000,000 (or, in the case of Swingline Loans made by JPMorgan Chase Bank, N.A. or Bank of America, N.A., the Individual Swingline Sublimit), so long as after giving effect thereto (i) the aggregate principal amount Available US Revolving Commitment of outstanding Swingline Loans exceeding $100,000,000each US Lender is greater than or equal to zero, (ii) without duplication, the sum of the total Exposures exceeding Revolving Credit Exposure of the total Commitments or Swingline Lender and the outstanding principal amount of Swingline Loans (to the extent that the other Lenders shall not have funded their participation) does not exceed the US Revolving Commitment of the Swingline Lender and (iii) with respect to Swingline Loans to CEGP, the CEGP Exposure exceeding aggregate Revolving Credit Exposures of all the CEGP SublimitLenders does not exceed the aggregate US Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, US Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by telecopyin writing), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Each Swingline Lender of any such notice received from the BorrowerLoan shall be an ABR Loan. The Swingline Lender shall make each Swingline Loan available to the US Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the US Borrower or CEGP, as applicable, with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.09(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may may, by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, time on any Business Day Day, require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable US Funding Revolving Commitment Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable US Funding Revolving Commitment Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the US Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 4.01 with respect to Loans made by such Lender (and Section 2.07 4.01 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the US Borrower or CEGP (or other party on behalf of the Borrower or CEGPUS Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent 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 a Swingline Loan pursuant to this paragraph shall not relieve the US Borrower or CEGP of any default in the payment thereof. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the US Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the US Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 4.08. From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a Defaulting party hereto and shall continue to have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Borrower or CEGP, Swingline Lender may resign as applicable, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral at any time upon thirty days’ prior written notice to the Administrative Agent, the US Borrower and the Lenders, in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure which case, the Swingline Lender shall be replaced in accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.08(d) above.

Appears in 1 contract

Sources: Credit Agreement (Navistar International Corp)

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, but shall have no obligation to, make Swingline Loans in dollars to the Borrower and CEGP (subject to the CEGP Sublimit) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,00025,000,000, (ii) the sum of the total Total Revolving Credit Exposures exceeding the total Commitments or (iii) with respect to the Swingline Loans to CEGP, the CEGP Lender’s Revolving Credit Exposure exceeding the CEGP Sublimitits Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower and CEGP (subject to the CEGP Sublimit) may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower, for itself or on behalf of CEGP, Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed by telecopy), telecopy or electronic mail not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. In connection with the foregoing, CEGP hereby irrevocably appoints the Borrower as its agent for purposes of requesting Swingline Loans hereunder in the name of CEGP. Each such notice shall be in a form, if any, approved in advance by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), whether such Swingline Loan is for the Borrower or CEGP, ) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower or CEGP, as applicable, by means of a credit to the general deposit account of the Borrower with the Swingline Lender or CEGP, as applicable, with such other account specified by the Borrower to the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e2.05(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time on a Business Day, no later than 5:00 p.m. New York City time on such Business Day and, if received after 12:00 noon, New York City time on a Business Day, no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans, as the case may be. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower or CEGP (or other party on behalf of the Borrower or CEGPBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower or CEGP of any default in liability for the payment thereofrepayment of such Swingline Loan. (d) At The Swingline Lender may be replaced at any time that there by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall exist notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a Defaulting party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. (e) Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline ▇▇▇▇▇▇ may resign as Swingline ▇▇▇▇▇▇ at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower or CEGPand the Lenders, as applicablein which case, shall, if the full amount of the Fronting Exposure with respect to such Defaulting Lender has not been reallocated pursuant to Section 2.21(a)(iv), deliver to the Swingline Lender cash collateral shall be replaced in an amount equal to 102% of such unallocated Fronting Exposure to secure such unallocated Fronting Exposure accordance with respect to such Defaulting Lender’s Swingline Exposure as required pursuant to Section 2.06(j)2.05(d) above.

Appears in 1 contract

Sources: Credit Agreement (National Fuel Gas Co)