Appears in 1 contract

Sources: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)

Swingline. (ai) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the ~~Borrower~~ U.S. Borrowers in Dollars from time to time during the Availability Period, in an aggregate principal amount at any time outstanding ~~that will~~ not ~~result in~~ to exceed $10,000,000 (i) the ~~aggregate principal amount of outstanding~~ “Swingline Loans exceeding $25,000,000.00, (ii) the aggregate Credit Exposure of the Lenders exceeding the total Commitments of the Lenders, or (iii) the aggregate Credit Exposure of the Lenders exceeding the total Maximum Loan Available Amount, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business DaysSublimit”); provided that (x) the Swingline Lender shall not be required to make a any Swingline Loan to refinance an outstanding Swingline Loan, (y) after giving effect to any Swingline Loan, the Global Exposure shall not exceed the Commitments then in effect and (z) after giving effect to any Swingline Loan, the Global Exposure shall not exceed the Global Line Cap then in effect. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or, if greater, a whole multiple of $100,000 (or such other amount as may be agreed by the Swingline Lender). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed during the ~~Borrower may borrow, prepay and reborrow Swingline Loans. (b)~~ Availability Period. To request a Swingline Loan, the Borrower shall notify the Swingline Lender (with a copy to the Administrative ~~Agent~~ Agent) of such request ~~by telephone (confirmed by~~ via electronic communication or telecopy), not later than ~~2:00 p.m., Boston, Massachusetts time,~~ 1:00 p.m. on the day of a proposed Borrowing of a Swingline Loan. 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. 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 applicable Borrower ~~by means of a credit to a general deposit account at~~ on the ~~discretion~~ same Business Day in accordance with the instructions of the Borrower (orincluding, in the case of a Swingline Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section ~~2.05(e~~2.04(e), by remittance to the ~~Issuing Bank~~applicable Letter of Credit Issuer). (ii) ~~by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan.~~ The Swingline Lender may by written notice given to the Administrative Agent not later than ~~10:00 a.m., Boston, Massachusetts time,~~ 12:00 p.m. on any Business Day require the Lenders to acquire participations on ~~such~~ the second Business Day following receipt of such notice in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which 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 share of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, ~~within two (2) Business Days after~~ 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 share of such Swingline Loan or Swingline Loans. 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 any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever~~, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Credit Exposure exceeding such Lender's Commitment~~. 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 ~~2.06~~ 2.07 with respect to Loans made by such Lender (and ~~Section~~Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this Section 2.03(b)), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participation in any Swingline Loan acquired pursuant to this Section 2.03(b), 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 other Person on behalf of the Borrower) in respect of any Swingline Loan after receipt by the Swingline Lender of the proceeds of any sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that have made their payments pursuant to this Section 2.03(b) 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 Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in any Swingline Loan pursuant to this Section 2.03(b) shall not relieve the Borrower of any default in the payment thereof. (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03 by the time specified in this Section 2.03(b), the Swingline Lender shall be entitled to recover from such 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 greater of the Federal Funds Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) The Swingline Lender may resign as Swingline Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender (provided that no consent of the replaced Swingline Lender will be required if the replaced Swingline Lender has no Swingline Loans outstanding) and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement or resignation shall become effective, the applicable Borrowers shall prepay any outstanding Swingline Loans made by the resigning or removed Swingline Lender. From and after the effective date of any such replacement or resignation, (x) any successor Swingline Lender shall have all the rights and obligations of a 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.

Appears in 1 contract

Sources: Abl Credit Agreement (Claire's Holdings LLC)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make (x) BB Swingline Loans to the Borrower from time to time during the BB Availability Period, and (y) WC Swingline Loans to the Borrower from time to time during the WC Availability Period, in each case, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Classes in the aggregate exceeding $~~25,000,000.00~~10,000,000.00, (ii) the ~~aggregate~~ Total Revolving Credit Exposure of the Revolving Lenders exceeding the ~~total Commitments of the Lenders~~Total Revolving Commitment, or (iii) the aggregate BB Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum BB Revolving Available Amount, (iv) the aggregate BB Total Credit Exposure of the Lenders exceeding the total Maximum BB Loan Available Amount, (v) the aggregate WC Credit Exposure of the Revolving Lenders exceeding the total Maximum WC Revolving Loan Available Amount, and (vi) in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline Lender shall not be required to make a Swingline Loan of any Class to refinance an outstanding Swingline ~~Loan~~Loan of any Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the Class 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 of the requested Class available to the Borrower by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 of each Class then outstanding. Such notice shall specify the aggregate amount of Swingline Loans of each Class in which 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 Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Applicable Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of any Class 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~~Commitments of any Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan of any Class to the extent same would result in such Revolving Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with SECTION 2.17(a); 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 by the Revolving Lenders of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Parking REIT, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $25,000,000.00, or (ii) the aggregate Credit Exposure of the Lenders exceeding the ~~total Commitments~~ lesser of ~~the Lenders, or~~ (~~iii~~A) theTotal Commitment and (B) the ~~aggregate Credit Exposure of the Lenders exceeding the total Maximum Loan Available Amount~~Availability, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline ~~Loans~~Loans during the Availability Period. (b) To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone (confirmed by ~~telecopy~~telecopy of a written Borrowing Request signed by Lead Borrower), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 Loans. 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's ’s Credit Exposure exceeding such Lender's ’s Commitment. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Strategic Storage Trust II, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the 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 $~~25,000,000.00~~50,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum Loan Available Amount, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline ~~Loans~~Loans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory). (b) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to the aggregate amount of the requested Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by ~~4:00~~ 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such ~~Lender~~Revolving ▇▇▇▇▇▇'s Revolving Credit Exposure exceeding such ~~Lender~~▇▇▇▇▇▇'s Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars or in the Alternative Currency to the 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 $25,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (A) the total Maximum Loan Available ~~Amount~~Amount less (B) the outstanding balance of all of the Term Loans, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline ~~Loans~~Loans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory). (b) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to the aggregate amount of the requested Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by ~~4:00~~ 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's ’s Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's ’s Revolving Credit Exposure exceeding such Lender's ’s Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00,~~ 10,000,000.00 or (ii) the ~~aggregate Credit Exposure~~ sum of the ~~Lenders exceeding the~~ total ~~Commitments of the Lenders, or (iii) the aggregate~~ Revolving Credit ~~Exposure of the Lenders~~ Exposures exceeding the total Maximum Loan Available Amount~~, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days~~; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a the general deposit account ~~at the discretion~~ of the Borrower 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 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~~, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Credit Exposure exceeding such Lender's Commitment~~. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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 Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Education Realty Trust, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars or in the Alternative Currency to the 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 $25,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (A) the total Maximum Loan Available ~~Amount~~Amount less (B) the outstanding balance of all of the Term Loans, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline ~~Loans~~Loans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory). (b) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to the aggregate amount of the requested Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by ~~4:00~~ 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's ’s Revolving Loan Applicable Percentage of such Swingline Loan or Loans. 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Credit Exposure exceeding such Lender's Commitment. 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 2.06 with respect to Loans made by such Lender (and Sectionsuch

Appears in 1 contract

Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00~~50,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (a) the total Maximum Loan Available ~~Amount~~Amount less (b) the outstanding balance of the Term Loan, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Revolving Loan Applicable Percentage of such Swingline Loan or Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00,~~ 60,000,000.00 or (ii) the ~~aggregate Credit Exposure~~ sum of the ~~Lenders exceeding the~~ total ~~Commitments of the Lenders, or (iii) the aggregate~~ Revolving Credit ~~Exposure of the Lenders~~ Exposures exceeding the total Maximum Loan Available Amount~~, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days~~; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a the general deposit account ~~at the discretion~~ of the Borrower 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Education Realty Operating Partnership L P)

Swingline. (a) Subject to the terms and conditions set forth herein, ~~the~~ each Swingline Lender severally agrees to make Swingline Loans to the 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 $~~25,000,000.00~~125,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate outstanding amount of all Swingline Loans made by any Swingline Lender plus such Swingline Lender’s other Revolving Credit Exposure shall not exceed such Swingline Lender’s Revolving Commitment or (iv) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (A) the total Maximum Loan Available ~~Amount~~Amount less (B) the outstanding balance of all of the Term Loans, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline Loans.. No Swingline Lender shall have an obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Admininstrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate each Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Adminsitrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory) (b) Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Shares. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the commitments of the Swingline Lenders to make Swingline Loans are several and no Swingline Lender shall be responsible for any other Swingline Lender's failure to make Swingline Loans as required hereby. (c) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than ~~2:00~~ 12:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline ~~Loan~~Loan Borrowing. 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~~Loan Borrowing. The Administrative Agent will promptly advise ~~the~~ each Swingline Lender of any such notice received from the Borrower. ~~The~~ Each Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to its Swingline Share of the aggregate amount of the requested Borrowing available to the Borrower by ~~means~~ wire transfer of ~~a credit~~ immediately available funds by 2:00 p.m. Boston, Massachusetts time, to ~~a general deposit~~ the account ~~at the discretion~~ of the ~~Borrower~~ Administrative Agent most recently designated by it for such purpose by notice to the Lenders (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) ). The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent, or wire transferred to such other account or in such manner as may be designated by the Borrower in the applicable Borrowing, by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline ~~Loan~~Loans. ~~The~~ Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of ~~the~~ each Swingline Lender, such Revolving Lender's Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to each Swingline Lender its respective Swingline 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 applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by 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 each Swingline Lender, as their interests may appear, in each instance in accordance with Section 2.17(a); provided that any such payment so remitted shall be repaid to each 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00,~~ 30,000,000.00 or (ii) the ~~aggregate Credit Exposure~~ sum of the ~~Lenders exceeding the~~ total ~~Commitments of the Lenders, or (iii) the aggregate~~ Revolving Credit ~~Exposure of the Lenders~~ Exposures exceeding the total Maximum Loan Available Amount~~, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days~~; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a the general deposit account ~~at the discretion~~ of the Borrower 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Education Realty Trust, Inc.)

Swingline. (a) ~~Subject~~ The Swingline Bank shall from time to time from the Effective Date through the day prior to the ~~terms and conditions set forth herein, the Swingline Lender agrees to~~ Revolving Termination Date make Swingline Loans to the ~~Borrower from time to time during~~ Borrowers in such amounts as the ~~Availability Period~~Borrowers may request, ~~in an aggregate principal amount at any time outstanding~~ PROVIDED that ~~will not result in~~ (i) after giving effect to such Swingline Loan, the Swingline Outstandings shall not exceed $20,000,000, (ii) after giving effect to such Swingline Loan, the aggregate principal amount of all outstanding ~~Swingline~~ Loans ~~exceeding $25,000,000.00~~plus the Effective Amount of all L/C Obligations shall not exceed the combined Commitments, ~~(ii) the aggregate Credit Exposure of the Lenders exceeding the total Commitments of the Lenders, or~~ and (iii) without the ~~aggregate Credit Exposure~~ consent of all of the ~~Lenders exceeding the total Maximum Loan Available Amount~~Banks, ~~and in all events~~ no Swingline Loan ~~shall~~ may be ~~outstanding for more than ten (10) Business Days; provided that~~ made during the ~~Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan~~continuation of any Default or Event of Default. ~~Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower~~ The Borrowers may borrow, ~~prepay~~ repay and reborrow under this Section. Unless notified to the contrary by the Swingline ~~Loans. (b) To request a~~ Bank, borrowings under the Swingline ~~Loan, the Borrower shall notify the Administrative Agent~~ may be made in amounts which are integral multiples of ~~such~~ $100,000 upon telephonic request by ~~telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day~~ a Responsible Officer of a proposed Swingline Loan. 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. 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 Borrower made to the Borrower by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., ~~Boston, Massachusetts~~ San Francisco time, on ~~any~~ the Business Day ~~require the Lenders to acquire participations on such Business Day in all or a portion~~ of the requested Swingline ~~Loans outstanding. Such notice~~ Loan (which telephonic request shall ~~specify the aggregate amount of Swingline Loans~~ be promptly confirmed in ~~which Lenders will participate~~writing by telecopier). Promptly ~~upon~~ after receipt of such ~~notice~~a request for a Swingline Loan, the ~~Administrative~~ Agent ~~will give notice thereof~~ shall provide telephonic verification to ~~each Lender~~the Swingline Bank that, ~~specifying~~ after giving effect to such request, the aggregate principal amount of all outstanding Loans plus the Effective Amount of all L/C Obligations shall not exceed the combined Commitments (and such verification shall be promptly confirmed in ~~such notice such Lender's Applicable Percentage~~ writing by telecopier). Promptly thereafter the proceeds of such Swingline Loan ~~or Loans~~shall then be made available to the applicable Borrower by the Swingline Lender by wire transfer in accordance with such Borrower's instructions. ~~Each Lender hereby absolutely and unconditionally~~ Unless the Swingline Bank otherwise agrees, ~~within two~~ each repayment of a Swingline Loan shall be in an amount which is an integral multiple of $100,000. If a Borrower instructs the Swingline Bank to debit its demand deposit account at the Swingline Bank in the amount of any payment with respect to Swingline Loan, or the Swingline Bank otherwise receives repayment, after 3:00 p.m., San Francisco time, on a Business Day, such payment shall be deemed received on the next Business Day. The Swingline Bank shall promptly notify the Agent of the Swingline Loan Outstandings each time there is a change therein. (2b) ~~Business Days after receipt of notice as provided above, to pay~~ Swingline Loans shall bear interest at a fluctuating rate per annum equal to the ~~Administrative Agent,~~ Base Rate. Inte▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇able quarterly on the last Business Day of each calendar quarter and in any event on the Revolving Termination Date. The Swingline Bank shall be responsible for submitting invoices to the Borrowers for such interest. The interest payable on Swingline Loans shall be solely for the account of the Swingline ~~Lender, such Lender's Applicable Percentage~~ Bank unless and until the Banks fund their participations therein pursuant to clause (d) of ~~such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in~~ this Section. (c) The Swingline Loans ~~pursuant~~ shall be payable on demand made by the Swingline Bank and in any event on the Revolving Termination Date. (d) Upon the making of a Swingline Loan, each Bank shall be deemed to ~~this paragraph is~~ have purchased from the Swingline Bank a participation therein in an amount equal to that Bank's Pro Rata Share TIMES the amount of the Swingline Loan. Upon demand made by the Swingline Bank, each Bank shall, according to its Pro Rata Share, promptly provide to the Swingline Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Bank to so provide its purchase price to the Swingline Bank shall be absolute and unconditional (except only demand made by the Swingline Bank) and shall not be affected by ~~any circumstance whatsoever, including~~ the occurrence ~~and continuance~~ of a Default or ~~reduction or termination~~ Event of ~~the Commitments, and~~ Default; PROVIDED that ~~each such payment~~ no Bank shall be ~~made without any offset, abatement, withholding or reduction whatsoever, provided no Lender shall be required~~ obligated to ~~acquire a participation in a~~ purchase its Pro Rata Share of (i) Swingline ~~Loan~~ Loans to the extent ~~same would result~~ that Swingline Outstandings are in excess of $20,000,000 and (ii) any Swingline Loan made (absent the consent of all of the Banks) when the Swingline Bank has written notice that a Default or Event of Default has occurred and such ~~Lender's Credit Exposure exceeding such Lender's Commitment~~Default or Event of Default remains continuing. Each ~~Lender~~ Bank that has provided to the Swingline Bank the purchase price due for its participation in Swingline Loans shall ~~comply with its obligation under this paragraph by wire transfer~~ thereupon acquire a pro rata participation, to the extent of ~~immediately available funds~~such payment, in the ~~same manner as provided~~ claim of the Swingline Bank against the applicable Borrower for principal and interest and shall share, in ~~Section 2.06~~ accordance with that pro rata participation, in any principal payment made by such Borrower with respect to such claim and in any interest payment made by such Borrower (but only with respect to periods subsequent to the date such Bank paid the Swingline Bank its purchase price) with respect to such claim. (e) Upon any demand for payment of the Swingline Outstandings by the Swingline Bank (unless the applicable Borrower has made other arrangements acceptable to the Swingline Bank to repay in full all Swingline Outstandings), such Borrower shall request a Committed Loan in an amount sufficient to repay Swingline Outstandings. In each case, the Agent shall automatically provide the Committed Loans made by each Bank to the Swingline Bank (which the Swingline Bank shall then apply to the Swingline Outstandings). In the event that the applicable Borrower fails to request a Committed Loan within the time specified by SECTION 2.3 on any such ~~Lender (and Section~~date, the Agent may, but shall not be required to, without notice to or the consent of such Borrower, cause Committed Loans to be made by the Banks under the Commitment in amounts which are sufficient to reduce the Swingline Outstandings as required above. The conditions precedent set forth in ARTICLE V shall not apply to Committed Loans to be made by the Banks pursuant to the three preceding sentences. The proceeds of such Committed Loans shall be paid directly to the Swingline Bank for application to the Swingline Outstandings.

Appears in 1 contract

Sources: Credit Agreement (HCR Manor Care Inc)

Swingline. (a) Subject to the terms and conditions set forth herein, ~~the~~ each Swingline Lender severally agrees to make Swingline Loans to the 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 $~~25,000,000.00~~125,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate outstanding amount of all Swingline Loans made by any Swingline Lender plus such Swingline Lender’s other Revolving Credit Exposure shall not exceed such Swingline Lender’s Revolving Commitment or (iv) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (A) the total Maximum Loan Available ~~Amount~~Amount less (B) the outstanding balance of all of the Term Loans, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline Loans.. No Swingline Lender shall have an obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate each Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory) (b) Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Shares. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the commitments of the Swingline Lenders to make Swingline Loans are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans as required hereby. (c) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than ~~2:00~~ 12:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline ~~Loan~~Loan Borrowing. 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~~Loan Borrowing. The Administrative Agent will promptly advise ~~the~~ each Swingline Lender of any such notice received from the Borrower. ~~The~~ Each Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to its Swingline Share of the aggregate amount of the requested Borrowing available to the Borrower by ~~means~~ wire transfer of ~~a credit~~ immediately available funds by 2:00 p.m. Boston, Massachusetts time, to ~~a general deposit~~ the account ~~at the discretion~~ of the ~~Borrower~~ Administrative Agent most recently designated by it for such purpose by notice to the Lenders (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) ). The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent, or wire transferred to such other account or in such manner as may be designated by the Borrower in the applicable Borrowing, by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline ~~Loan~~Loans. ~~The~~ Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's ’s Revolving Credit Exposure exceeding such Lender's ’s Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to each Swingline Lender its respective Swingline 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 applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by 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 each Swingline Lender, as their interests may appear, in each instance in accordance with Section 2.17(a); provided that any such payment so remitted shall be repaid to each 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Peakstone Realty Trust)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00,~~ 50,000,000.00 or (ii) the ~~aggregate Credit Exposure~~ sum of the ~~Lenders exceeding the~~ total ~~Commitments of the Lenders, or (iii) the aggregate~~ Revolving Credit ~~Exposure of the Lenders~~ Exposures exceeding the total Maximum Loan Available Amount~~, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days~~; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a the general deposit account ~~at the discretion~~ of the Borrower 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Education Realty Operating Partnership L P)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars or in the Alternative Currency to the 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 $25,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding the total Maximum Loan Available Amount, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline ~~Loans~~Loans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting ▇▇▇▇▇▇’s pro rata portion of the Swingline Loan being deemed satisfactory). (b) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to the aggregate amount of the requested Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by ~~4:00~~ 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's Revolving Credit Exposure exceeding such ~~Lender~~▇▇▇▇▇▇'s Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline ~~Lender~~ Bank agrees to make Swingline Loans to the Borrower in Dollars from time to time on any Business Day during the ~~Availability Period,~~ period commencing at the beginning of the Revolving Credit Period and ending on the tenth Business Day preceding the last day of the Revolving Credit Period in an aggregate outstanding principal amount at any time ~~outstanding~~ that will not result in ~~(i)~~ the ~~aggregate principal amount of outstanding~~ Swingline ~~Loans~~ Exposure exceeding ~~$25,000,000.00, (ii)~~ the Swingline Commitment or the aggregate Credit Exposure ~~of the Lenders~~ exceeding the total ~~Commitments of~~ Commitments. Notwithstanding the ~~Lenders~~foregoing, or (iii) the aggregate Credit Exposure of the Lenders exceeding the total Maximum Loan Available Amount, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; provided that the Swingline ~~Lender~~ Bank shall not be required to make a Swingline Loan if (i) any Bank shall be in default of its obligations under this Agreement or (ii) any Bank shall have notified the Swingline Bank and the Borrower in writing at least one Business Day prior to ~~refinance an outstanding~~ the date of Borrowing with respect to such Swingline Loan, that the conditions set forth in Section 3.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan. ~~Within~~ Each Swingline Loan shall be due and payable on the ~~foregoing limits and subject to~~ maturity thereof, provided that in no event shall such maturity be later than the ~~terms and conditions set forth herein,~~ fifth Business Day preceding the ~~Borrower may borrow, prepay and reborrow Swingline Loans~~Maturity Date. (b) ~~To request a Swingline Loan, the~~ The Borrower shall ~~notify~~ give the Swingline Bank and the Administrative Agent notice (a "Notice of ~~such request~~ Swingline Borrowing"), signed by ~~telephone (confirmed by telecopy)~~a Responsible Officer, not later than ~~2:00 p.m., Boston, Massachusetts~~ 3:00 P.M. (New York City time, ) on the ~~day~~ date of ~~a proposed~~ each Swingline Loan~~. Each~~ , specifying: (i) the date of such ~~notice shall be irrevocable and shall specify the requested date (~~Swingline Loan, which shall be a Business Day, and (ii) ~~and~~ the aggregate amount of such Swingline Loan. (c) The Swingline Bank will make the requested ~~Swingline Loan. The~~ amount available promptly on that same day, to the Administrative Agent (for the account of the Borrower as set forth in Section 2.4(b)) who, thereupon, will promptly ~~advise the Swingline Lender of any~~ make such ~~notice received from the Borrower. The Swingline Lender shall make each Swingline Loan~~ amount available to the Borrower ~~by means of a credit to a general deposit account at the discretion of the Borrower (or,~~ in ~~the case of a~~ like funds as provided therein. Each Swingline Loan ~~made to finance the reimbursement~~ shall be in an aggregate amount that is an integral multiple of ~~an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank~~$1,000,000 and not less than $1,000,000. (d) ~~by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan.~~ The Swingline ~~Lender~~ Bank may by written notice given to the Administrative Agent not later than 10:00 ~~a.m.~~a.m. on any Business Day notify the Administrative Agent that the Swingline Bank is requesting that each Bank, ~~Boston, Massachusetts time,~~ and/or the Administrative Agent may (with the consent of Required Banks) or shall (at the request of Required Banks) by written notice given to the Swingline Bank not later than 10:00 a.m. on any Business Day require that each Bank, at the ~~Lenders to acquire participations on such Business Day in all or a portion~~ option of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which 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 Bank or ~~Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to~~ the Administrative Agent, ~~for~~ as the ~~account~~ case may be, (i) make a loan in an amount equal to its Lender Percentage of the outstanding principal balance of, and accrued and unpaid interest on, the Swingline ~~Lender~~Loans, or (ii) purchase, unconditionally and irrevocably, without recourse or warranty, an undivided participating interest in the outstanding principal balance of, and accrued and unpaid interest on, the Swingline Loans in an amount equal to its Lender Percentage thereof. In either such ~~Lender's Applicable Percentage~~ case (i) the Administrative Agent shall notify each Bank of the details thereof and of the amount of such ~~Swingline Loan~~ Bank's loan or ~~Loans. Each Lender acknowledges~~ participation interest, as the case may be, and ~~agrees that its obligation~~ (ii) each Bank shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be accurate, any condition to ~~acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and~~ the making of any loan hereunder shall ~~not be affected by~~ have been fulfilled, or any ~~circumstance~~ other matter whatsoever, ~~including~~ make the ~~occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall~~ loan required to be made ~~without any offset~~by it, ~~abatement, withholding~~ or ~~reduction whatsoever, provided no Lender shall be~~ purchase the participation required to ~~acquire a participation in a Swingline Loan to the extent same would result in such Lender's Credit Exposure exceeding such Lender's Commitment. Each Lender shall comply with its obligation~~ be purchased by it, under this paragraph by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Banks, (A) in the event that such Bank receives such notice prior to 12:00 noon on any Business Day, by no later than 3:00 p.m. on such Business Day, or (B) in the event that such Bank receives such notice at or after 12:00 noon on any Business Day, by no later than 1:00 p.m. on the immediately succeeding Business Day. Each loan made pursuant to this paragraph (d) shall, for all purposes hereof, be deemed to be a Committed Base Rate Loan made pursuant to Section 2.2, and the Banks' obligations to make such loans shall be absolute and unconditional. The Administrative Agent will make such Committed Base Rate Loans, or the amount of such participations, as the case may be, available to the Swingline Bank by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Swingline Bank. Each Bank shall also be liable for an amount equal to the product of its Lender Percentage and any amounts paid by the Borrower pursuant to this Section 2.17 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (e) Each Bank shall indemnify and hold harmless the Administrative Agent and the Swingline Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses resulting from any failure on the part of such Bank to pay, or from any delay in paying the ~~same manner~~ Administrative Agent any amount such Bank is required to pay in accordance with this Section 2.17 (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Swingline Bank, as ~~provided~~ the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Swingline Bank, as the case may be), and such Bank shall be required to pay interest to the Administrative Agent for the account of the Swingline Bank from the date such amount was due until paid in ~~Section 2.06~~ full, on the unpaid portion thereof, at a rate of interest per annum equal to (i) from the date such amount was due until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, payable upon demand by the Swingline Bank. The Administrative Agent shall distribute such interest payments to the Swingline Bank upon receipt thereof in like funds as received. (f) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Bank, for any payment in connection with ~~respect~~ Swingline Loans and such payment relates to ~~Loans made~~ an amount previously paid by a Bank pursuant to this Section, the Administrative Agent will promptly pay over such ~~Lender (and Section~~payment to such Bank.

Appears in 1 contract

Sources: Credit Agreement (Meadwestvaco Corp)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00,~~ 10,000,000.00 or (ii) the ~~aggregate Credit Exposure~~ sum of the ~~Lenders exceeding the~~ total ~~Commitments of the Lenders, or (iii) the aggregate~~ Revolving Credit ~~Exposure of the Lenders~~ Exposures exceeding the total Maximum Loan Available Amount~~, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days~~; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a the general deposit account ~~at the discretion~~ of the Borrower 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Education Realty Trust, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline ~~Lender~~ Bank agrees to make Swingline Loans to the Borrower in dollars from time to time on any Domestic Business Day during the ~~Availability Period,~~ period commencing at the beginning of the Revolving Credit Period and ending on the tenth Domestic Business Day preceding the last day of the Revolving Credit Period in an aggregate outstanding principal amount at any time ~~outstanding~~ that will not result in ~~(i)~~ the ~~aggregate principal amount of outstanding~~ Swingline ~~Loans~~ Exposure exceeding ~~$25,000,000.00, (ii)~~ the Swingline Commitment or the aggregate Credit ~~Exposure of the Lenders~~ Exposures exceeding the total ~~Commitments of the Lenders~~Commitments, ~~or (iii) the aggregate Credit Exposure of the Lenders exceeding the total Maximum Loan Available Amount, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days;~~ provided that the Swingline ~~Lender~~ Bank shall not be ~~required~~ obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. ~~Within~~ Notwithstanding the ~~foregoing limits~~ foregoing, the Swingline Bank shall not be required to make a Swingline Loan if (i) any Bank shall be in default of its obligations under this Agreement or (ii) any Bank shall have notified the Swingline Bank and ~~subject~~ the Borrower in writing at least one Domestic Business Day prior to the ~~terms and~~ date of Borrowing with respect to such Swingline Loan, that the conditions set forth ~~herein~~in Section 3.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan. Each Swingline Loan shall be due and payable on the maturity thereof, provided that in no event shall such maturity be later than the ~~Borrower may borrow, prepay and reborrow Swingline Loans~~fifth Domestic Business Day preceding the Revolving Credit Period Expiration Date. (b) ~~To request a Swingline Loan, the~~ The Borrower shall ~~notify~~ give the Swingline Bank and the Administrative Agent notice (a “Notice of ~~such request~~ Swingline Borrowing”), signed by ~~telephone (confirmed by telecopy)~~a Responsible Officer, not later than ~~2:00 p.m., Boston, Massachusetts~~ 3:00 P.M. (New York City time, ) on the ~~day~~ date of ~~a proposed~~ each Swingline Loan~~. Each such notice shall be irrevocable and shall specify~~ , specifying: (i) the requested date (which shall be a Business Day) 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 by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. , which shall be a Domestic Business Day, and (ii) the aggregate amount of such Swingline Loan. (c) The Swingline ~~Lender~~ Bank will make the requested amount available promptly on that same day, to the Administrative Agent (for the account of the Borrower as set forth in Section 2.4(b)) who, thereupon, will promptly make such amount available to the Borrower in like funds as provided therein. Each Swingline Loan shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. (d) The Swingline Bank may by written notice given to the Administrative Agent not later than 10:00 ~~a.m., Boston, Massachusetts time,~~ a.m. on any Domestic Business Day notify the Administrative Agent that the Swingline Bank is requesting that each Bank, and the Administrative Agent may (with the consent of Required Banks) or shall (at the request of Required Banks) by written notice given to the Swingline Bank not later than 10:00 a.m. on any Domestic Business Day require that each Bank, at the ~~Lenders to acquire participations on such Business Day in all or a portion~~ option of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which 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 Bank or ~~Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to~~ the Administrative Agent, ~~for~~ as the ~~account~~ case may be, (i) make a Loan in an amount equal to its Lender Percentage of the outstanding principal balance of, and accrued and unpaid interest on, the Swingline ~~Lender~~Loans, or (ii) purchase, unconditionally and irrevocably, without recourse or warranty, an undivided participating interest in the outstanding principal balance of, and accrued and unpaid interest on, the Swingline Loans in an amount equal to its Lender Percentage thereof. In either such ~~Lender's Applicable Percentage~~ case (i) the Administrative Agent shall notify each Bank of the details thereof and of the amount of such ~~Swingline~~ Bank’s Loan or ~~Loans. Each Lender acknowledges~~ participation interest, as the case may be, and ~~agrees that its obligation~~ (ii) each Bank shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be accurate, any condition to ~~acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and~~ the making of any loan hereunder shall ~~not be affected by~~ have been fulfilled, or any ~~circumstance~~ other matter whatsoever, ~~including~~ make the ~~occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall~~ Loan required to be made ~~without any offset~~by it, ~~abatement, withholding~~ or ~~reduction whatsoever, provided no Lender shall be~~ purchase the participation required to ~~acquire a participation in a Swingline Loan to the extent same would result in such Lender's Credit Exposure exceeding such Lender's Commitment. Each Lender shall comply with its obligation~~ be purchased by it, under this paragraph by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Banks, (A) in the event that such Bank receives such notice prior to 12:00 noon on any Domestic Business Day, by no later than 3:00 p.m. on such Domestic Business Day, or (B) in the event that such Bank receives such notice at or after 12:00 noon on any Domestic Business Day, by no later than 1:00 p.m. on the immediately succeeding Domestic Business Day. Any loans made pursuant to this paragraph (d) shall, for all purposes hereof, be deemed to be Loans referred to in Section 2.1 and made pursuant to Section 2.4, and the Banks’ obligations to make such loans shall be absolute and unconditional. The Administrative Agent will make such Loans, or the amount of such participations, as the case may be, available to the Swingline Bank by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Swingline Bank. Each Bank shall also be liable for an amount equal to the product of its Lender Percentage and any amounts paid by the Borrower pursuant to this Section 2.16 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (e) Each Bank shall indemnify and hold harmless the Administrative Agent and the Swingline Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses resulting from any failure on the part of such Bank to pay, or from any delay in paying the ~~same manner~~ Administrative Agent any amount such Bank is required to pay in accordance with this Section 2.16 (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Swingline Bank, as ~~provided~~ the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Swingline Bank, as the case may be), and such Bank shall be required to pay interest to the Administrative Agent for the account of the Swingline Bank from the date such amount was due until paid in ~~Section 2.06~~ full, on the unpaid portion thereof, at a rate of interest per annum equal to (i) from the date such amount was due until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, payable upon demand by the Swingline Bank. The Administrative Agent shall distribute such interest payments to the Swingline Bank upon receipt thereof in like funds as received. (f) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Bank, for any payment in connection with ~~respect~~ Swingline Loans and such payment relates to ~~Loans made~~ an amount previously paid by a Bank pursuant to this Section, the Administrative Agent will promptly pay over such ~~Lender (and Section~~payment to such Bank.

Appears in 1 contract

Sources: 364 Day Credit Agreement (Meadwestvaco Corp)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00,~~ 10,000,000.00 or (ii) the ~~aggregate Credit Exposure~~ sum of the ~~Lenders exceeding the~~ total ~~Commitments of the Lenders, or (iii) the aggregate~~ Revolving Credit ~~Exposure of the Lenders~~ Exposures exceeding the total Maximum Loan Available Amount~~, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days~~; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., ~~Boston~~Houston, ~~Massachusetts~~ Texas time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a the general deposit account ~~at the discretion~~ of the Borrower 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., ~~Boston~~Houston, ~~Massachusetts~~ Texas time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., ~~Boston~~Houston, ~~Massachusetts~~ Texas 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, ~~within two (2) Business Days after~~ 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 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~~, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Credit Exposure exceeding such Lender's Commitment~~. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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 Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Education Realty Trust, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, ~~the~~ each Swingline Lender severally agrees to make Swingline Loans to the 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 $~~25,000,000.00~~125,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate outstanding amount of all Swingline Loans made by any Swingline Lender plus such Swingline Lender’s other Revolving Credit Exposure shall not exceed such Swingline Lender’s Revolving Commitment or (iv) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (A) the total Maximum Loan Available ~~Amount~~Amount less (B) the outstanding balance of all of the Term Loans, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline Loans.. No Swingline Lender shall have an obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate each Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory) (b) Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Shares. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the commitments of the Swingline Lenders to make Swingline Loans are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans as required hereby. (c) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than ~~2:00~~ 12:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline ~~Loan~~Loan Borrowing. 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~~Loan Borrowing. The Administrative Agent will promptly advise ~~the~~ each Swingline Lender of any such notice received from the Borrower. ~~The~~ Each Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to its Swingline Share of the aggregate amount of the requested Borrowing available to the Borrower by ~~means~~ wire transfer of ~~a credit~~ immediately available funds by 2:00 p.m. Boston, Massachusetts time, to ~~a general deposit~~ the account ~~at the discretion~~ of the ~~Borrower~~ Administrative Agent most recently designated by it for such purpose by notice to the Lenders (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) ). The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent, or wire transferred to such other account or in such manner as may be designated by the Borrower in the applicable Borrowing, by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline ~~Loan~~Loans. ~~The~~ Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's ’s Revolving Credit Exposure exceeding such ~~Lender's~~ ▇▇▇▇▇▇’s Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to each Swingline Lender its respective Swingline 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 applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by 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 each Swingline Lender, as their interests may appear, in each instance in accordance with Section 2.17(a); provided that any such payment so remitted shall be repaid to each 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Griffin Realty Trust, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $25,000,000.00, or (ii) the aggregate Credit Exposure of the Lenders exceeding the ~~total Commitments~~ lesser of ~~the Lenders, or~~ (~~iii~~A) theTotal Commitment and (B) the ~~aggregate Credit Exposure of the Lenders exceeding the total Maximum Loan Available Amount~~Availability, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline ~~Loans~~Loans during the Availability Period. (b) To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone (confirmed by ~~telecopy~~telecopy of a written Borrowing Request signed by Lead Borrower), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Credit Exposure exceeding such Lender's Commitment. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Strategic Storage Trust IV, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars or in the Alternative Currency to the 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 $25,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (A) the total Maximum Loan Available ~~Amount~~Amount less (B) the outstanding balance of all of the Term Loans, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline ~~Loans~~Loans during the Availability Period. The Swingline Lender shall not have any obligation to make a Swingline Loan if a default of any Revolving Lender’s obligations to fund any amount under this Agreement exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender (with cash collateral pledged to the Administrative Agent in the amount of such defaulting Revolving Lender’s or Defaulting Lender’s pro rata portion of the Swingline Loan being deemed satisfactory). (b) To request a Borrowing of Swingline ~~Loan~~Loans, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make ~~each~~ a Swingline Loan in an amount equal to the aggregate amount of the requested Borrowing available to the Borrower by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by ~~4:00~~ 3:00 p.m., Boston, Massachusetts 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., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's ’s Revolving Loan Applicable Percentage of such Swingline ~~Loan or~~ Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's ’s Revolving Credit Exposure exceeding such ~~Lender's~~ ▇▇▇▇▇▇’s Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00,~~ 15,000,000.00 or (ii) the ~~aggregate Credit Exposure~~ sum of the ~~Lenders exceeding the~~ total ~~Commitments of the Lenders, or (iii) the aggregate~~ Revolving Credit ~~Exposure of the Lenders~~ Exposures exceeding the total Maximum Loan Available Amount~~, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days~~; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a the general deposit account ~~at the discretion~~ of the Borrower 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 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Loans. Each Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after 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 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, provided no Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment. 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 2.06 with respect to Loans made by such Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Education Realty Trust, Inc.)

Swingline. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the 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 $~~25,000,000.00~~125,000,000.00, (ii) the aggregate Revolving Credit Exposure of the Lenders exceeding the ~~total~~ aggregate Revolving Commitments of the Revolving Lenders, or (iii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceeding (a) the total Maximum Loan Available ~~Amount~~Amount less (b) the outstanding balance of the Term Loan, and in all events no Swingline Loan shall be outstanding for more than ten (10) Business Days; 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, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., Boston, Massachusetts time, on the day of a proposed Swingline Loan. 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. 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 by means of a credit to a general deposit account at the discretion of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Boston, Massachusetts 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 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 Revolving Loan Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, within two (2) Business Days after receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Revolving Loan Applicable Percentage of such Swingline Loan or Loans. 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, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent same would result in such Revolving Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment. 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 2.06 with respect to Loans made by such Revolving Lender (and ~~Section~~Section 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 other party on behalf of the 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, in each instance in accordance with Section 2.17(a); 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 of any default in the payment thereof.

Appears in 1 contract

Sources: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)

Common use of Swingline Clause in Contracts