Common use of Making of Swing Line Loans Clause in Contracts

Making of Swing Line Loans. (A) If Agent elects, with the consent of the Bank, to have the terms of this Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan in the amount of that Borrowing available to the Borrower on the applicable Funding Date by transferring same day funds to Borrower’s Designated Account. Each Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “Swing Line Loan,” and such Revolving Loans are collectively referred to as the “Swing Line Loans.” Each Swing Line Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon shall be payable to the Bank solely for its own account. The aggregate amount of Swing Line Loans outstanding at any time shall not exceed $10,000,000 (the “Swing Line Commitment”). The Agent shall not request the Bank to make any Swing Line Loan if (1) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested Borrowing would exceed Availability on that Funding Date. (B) The Swing Line Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder. (C) Borrower shall execute and deliver to the Bank a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Bank, dated the Closing Date and substantially in the form of Exhibit A-2 (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Loans made to Borrower together with interest thereon as prescribed in Section 2.1.

Making of Swing Line Loans. (A) If Agent elects, with the consent of the Bank, The Swing Line Lender may elect in its sole discretion to have the terms of this Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan revolving loans denominated in the amount of that Borrowing available Dollars and any other currency which is acceptable to the Borrower on the applicable Funding Date by transferring same day funds to Borrower’s Designated Account. Each Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “Swing Line Loan,” and such Revolving Loans are collectively referred to as Lender (the “Swing Line Loans.”) to the Company solely for the Swing Line Lender’s own account, from time to time prior to the Facility Termination Date up to an aggregate principal amount at any one time outstanding not to exceed the lesser of $15,000,000 or the Aggregate Available Revolving Credit Commitments. The Swing Line Lender may make Swing Line Loans (subject to the conditions precedent set forth in Article IV), provided that the Agent and the Swing Line Lender have received a request in writing or via telephone from an Authorized Officer of the Company for funding of a Swing Line Loans no later than 11:00 A.M., London time, or noon (Chicago time) (as determined by reference to the Applicable Lending Installation as described below in this Section 2.16(a)), on the Business Day on which such Swing Line Loans is requested to be made with respect to each currency designated as “Same Day” on Schedule 2.16 and 11:00 A.M., London time one Business Day prior to the Business Day on which such Swing Line Loan is requested to be made with respect to each currency designated as “One Day Notice” on Schedule 2.16, which notice shall specify the requested duration of such Swing Line Loans, not to exceed ten (10) days unless otherwise agreed by the Swing Line Lender. All notices to the Agent and the Swing Line Lender shall be delivered by the Company (i) with respect to Swing Line Loans denominated in Dollars, to the Agent’s and the Swing Line Lender’s Lending Installation in Chicago, Illinois, and (ii) with respect to Swing Line Loans denominated in any currency other than Dollars, to the Agent’s and the Swing Line Lender’s Lending Installation in London, United Kingdom, unless and until otherwise directed by the Agent and the Swing Line Lender. The Swing Line Lender shall not make any Swing Line Loans in the period commencing one Business Day after the Swing Line Lender becomes aware that one or more of the conditions precedent contained in Section 4.2 are not satisfied and ending upon the satisfaction or waiver of such condition(s). Each outstanding Swing Line Loan shall be payable on the earlier of (i) the maturity date agreed to between the Swing Line Lender and the Company or (ii) the Facility Termination Date, with interest at the rate agreed to between the Swing Line Lender and the Company accrued thereon and shall otherwise be subject to all the terms and conditions applicable to other Revolving Loans Loans, except that all payments interest thereon shall be payable to the Bank Swing Line Lender solely for its own account. The aggregate amount of Swing Line Loans outstanding at any time shall not exceed $10,000,000 (the “Swing Line Commitment”). The Agent shall not request the Bank to make any Swing Line Loan if (1) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested Borrowing would exceed Availability on that Funding Date. (B) The Swing Line Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder. (C) Borrower shall execute and deliver to the Bank a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Bank, dated the Closing Date and substantially in the form of Exhibit A-2 (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Loans made to Borrower together with interest thereon as prescribed in Section 2.1.

Making of Swing Line Loans. In the case of a request for a Revolving Loan and so long as either (Ai) If Agent elects, with the consent aggregate amount of Swing Line Loans made since the last Settlement Date plus the amount of the Bankrequested Revolving Loan does not exceed $2,500,000, or (ii) Swing Line Lender, in its sole discretion, shall agree to have make a Swing Line Loan notwithstanding the terms of this Section 1.2(h) apply to a requested Borrowingforegoing limitation, the Bank Swing Line Lender shall make a Revolving Loan in the amount of that such Revolving Loan Borrowing available to the Borrower on the applicable Funding Date by transferring same day funds to Borrower’s Designated Account. Each (any such Revolving Loan made solely by the Bank Swing Line Lender pursuant to this Section is herein 2.03(b) being referred to as a “Swing Line Loan,” and such Revolving Loans are collectively being referred to collectively as the “Swing Line Loans.” ”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds to Borrowers’ Designated Account. Each Swing Line Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions applicable to other Revolving Loans Loans, except that all payments thereon on any Swing Line Loan shall be payable to the Bank Swing Line Lender solely for its own account. The aggregate amount Subject to the provisions of Section 2.03(d)(ii), Swing Line Loans outstanding at any time Lender shall not exceed $10,000,000 (the “Swing Line Commitment”). The Agent make and shall not request the Bank be obligated to make any Swing Line Loan if Swing Line Lender has actual knowledge that (1i) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 V will not be satisfied on the requested Funding Date for the applicable Revolving Loan Borrowing, or (2ii) the requested Revolving Loan Borrowing would exceed the Availability on that such Funding Date. (B) . Swing Line Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Article V have been satisfied on the Funding Date applicable thereto prior to making any Swing Line Loan. The Swing Line Loans shall be secured by the Administrative Agent’s Liens in Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to the Collateral and shall constitute Alternate Base Rate time to Revolving Loans and Obligations hereunderthat are Eurocurrency Rate Loans. (C) Borrower shall execute and deliver to the Bank a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Bank, dated the Closing Date and substantially in the form of Exhibit A-2 (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Loans made to Borrower together with interest thereon as prescribed in Section 2.1.

Making of Swing Line Loans. (A) If Agent electsSubject to the terms and conditions of this Agreement, with the consent of Swing Line Lender agrees, at any time and from time to time on and after the BankClosing Date and prior to the Facility Termination Date, to have the terms of this Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan in the amount of that Borrowing available to the Borrower loan or loans on the applicable Funding Date by transferring same day funds to Borrower’s Designated Account. Each Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “revolving basis (each, a "Swing Line Loan,” and such Revolving Loans are collectively referred ") to as the “Astec, which Swing Line Loans.” Each Loans in the aggregate shall not at any time exceed the Swing Line Limit; provided that no Swing Line Loan shall be subject made hereunder if, after giving effect to all any Swing Line Loan and the terms and conditions applicable to other use of proceeds thereof, (i) the aggregate outstanding balance of the Tranche A Loan Obligations would exceed the Aggregate Tranche A Sublimit or (ii) the Revolving Loan Obligations would exceed the Aggregate Commitment. Notwithstanding the foregoing, no Swing Line Loans except that all payments thereon shall be payable made hereunder if, after giving effect to any Swing Line Loan and the Bank solely for its own account. The use of proceeds thereof, the aggregate outstanding principal amount of Swing Line Loans outstanding at any time shall not would exceed $10,000,000 (the “Swing Line Commitment”)Limit, or to the extent that the Swing Line Limit of the Swing Line Lender would exceed the Tranche A Commitment of such Lender at such time. The Agent shall not request the Bank to make any Swing Line Loan if (1) Limit shall terminate on the Facility Termination Date without further action being required on the part of the Agent has received written notice from any Lender that one or the Swing Line Lender. No more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or than five (25) the requested Borrowing would exceed Availability on that Funding Date. (B) The Swing Line Loans shall be secured by the Agent’s Liens in and outstanding at any time. Swing Line Loans may, subject to the Collateral terms of this Agreement, be repaid and reborrowed. All Swing Line Loans shall be made as Floating Rate Loans and shall constitute Alternate Base Rate Revolving not be entitled to be converted into Eurodollar Loans. Swing Line Loans made on any date shall be in an aggregate minimum amount of $10,000 and Obligations hereunder. (C) Borrower shall execute and deliver integral multiples of $10,000 in excess of that amount. If, after giving effect to any assignment pursuant to Section 12.3 or reduction in Tranche A Commitments pursuant to the Bank a promissory note to evidence terms of this Agreement, the remaining Tranche A Commitment of the Swing Line Commitment. Such note Lender is less than the Swing Line Limit, the Swing Line Limit shall be permanently reduced by an amount equal to such difference. Interest accrued on each Swing Line Loan shall be payable in arrears (a) on the last Business Day of each calendar quarter, (b) on any date when a Swing Line Loan is prepaid due to acceleration and (c) on the Facility Termination Date. Whenever Astec desires to make a borrowing of Swing Line Loans under this Section 2.3.1, Astec shall give the Agent and the Swing Line Lender (no later than 3:30 p.m. (Chicago time) on the proposed date for such Advance) notice by telephone (confirmed promptly in writing) or notice in writing of such Advance (a "Notice of Swing Line Loan"), which shall be irrevocable and shall specify (i) the aggregate principal amount of the Swing Line Commitment Loans to be made pursuant to such Advance, (ii) the date of such Advance (which shall be a Business Day), (iii) the Bank, dated the Closing Date and substantially in the form of Exhibit A-2 (the “maturity date for such Swing Line Note”). The Swing Line Note Loan (which shall represent be on demand and in any event no later than seven days after the obligation of Borrower to pay the amount of the Swing Line Commitment making thereof or, if lessearlier, the aggregate unpaid principal amount of all Facility Termination Date), (iv) the account to which such Advance is to be funded and (v) confirming that such Swing Line Loans made to Borrower together with interest thereon as prescribed in Section 2.1Loan shall be a Floating Rate Loan.

Making of Swing Line Loans. (Aa) If Agent electsSubject to the terms and conditions of this Agreement, with the consent of Swing Line Lender agrees, at any time and from time to time on and after the BankClosing Date and prior to the Facility Termination Date, to have the terms of this Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan in the amount of that Borrowing available to the Borrower loan or loans on the applicable Funding Date by transferring same day funds to Borrower’s Designated Account. Each Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “revolving basis (each, a "Swing Line Loan,” and such Revolving Loans are collectively referred ") to as the “Astec, which Swing Line Loans.” Each Loans in the aggregate shall not at any time exceed the Swing Line Limit; provided that no Swing Line Loan shall be subject made hereunder if, after giving effect to all any Swing Line Loan and the terms and conditions applicable to other use of proceeds thereof, (i) the aggregate outstanding balance of the Tranche A Loan Obligations would exceed the Aggregate Tranche A Sublimit or (ii) the Revolving Loan Obligations would exceed the Aggregate Commitment. Notwithstanding the foregoing, no Swing Line Loans except that all payments thereon shall be payable made hereunder if, after giving effect to any Swing Line Loan and the Bank solely for its own account. The use of proceeds thereof, the aggregate outstanding principal amount of Swing Line Loans outstanding at any time shall not would exceed $10,000,000 (the “Swing Line Commitment”)Limit, or to the extent that the Swing Line Limit of the Swing Line Lender would exceed the Tranche A Commitment of such Lender at such time. The Agent shall not request the Bank to make any Swing Line Loan if (1) Limit shall terminate on the Facility Termination Date without further action being required on the part of the Agent has received written notice from any Lender that one or the Swing Line Lender. No more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or than five (25) the requested Borrowing would exceed Availability on that Funding Date. (B) The Swing Line Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunderoutstanding at any time. (Cb) Borrower shall execute and deliver Swing Line Loans may, subject to the Bank a promissory note terms of this Agreement, be repaid and reborrowed. All Swing Line Loans shall be made as Floating Rate Loans and shall not be entitled to evidence be converted into Eurodollar Loans. Swing Line Loans made on any date shall be in an aggregate minimum amount of $10,000 and integral multiples of $10,000 in excess of that amount. (c) If, after giving effect to any assignment pursuant to Section 12.3 or reduction in Tranche A Commitments pursuant to the terms of this Agreement, the remaining Tranche A Commitment of the Swing Line Commitment. Such note Lender is less than the Swing Line Limit, the Swing Line Limit shall be permanently reduced by an amount equal to such difference. (d) Whenever Astec desires to make a borrowing of Swing Line Loans under this Section 2.3.1, Astec shall give the Agent and the Swing Line Lender (no later than 3:30 p.m. (Chicago time) on the proposed date for such Advance) notice by telephone (confirmed promptly in writing) or notice in writing of such Advance (a "Notice of Swing Line Loan"), which shall be irrevocable and shall specify (i) the aggregate principal amount of the Swing Line Commitment Loans to be made pursuant to such Advance, (ii) the date of such Advance (which shall be a Business Day), (iii) the Bank, dated the Closing Date and substantially in the form of Exhibit A-2 (the “maturity date for such Swing Line Note”). The Swing Line Note Loan (which shall represent be on demand and in any event no later than seven days after the obligation of Borrower to pay the amount of the Swing Line Commitment making thereof or, if lessearlier, the aggregate unpaid principal amount of all Facility Termination Date), (iv) the account to which such Advance is to be funded and (v) confirming that such Swing Line Loans made to Borrower together with interest thereon as prescribed in Section 2.1Loan shall be a Floating Rate Loan.

Making of Swing Line Loans. (A) If Agent elects, with the consent of the Bank, to have the terms of this Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan in the amount of that Borrowing available to the Borrower Borrowers on the applicable Funding Date by transferring same day funds to Borrower’s Borrowers’ Designated Account. Each Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “Swing Line Loan,” and such Revolving Loans are collectively referred to as the “Swing Line Loans.” Each Swing Line Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon shall be payable to the Bank solely for its own account. The aggregate amount of Swing Line Loans outstanding at any time shall not exceed $10,000,000 (the “Swing Line Commitment”). The Agent shall not request the Bank to make any Swing Line Loan if (1) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested Borrowing would exceed Availability on that Funding Date. (B) The Swing Line Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate CBFR Revolving Loans and Obligations hereunder. (C) Borrower Borrowers shall execute and deliver to the Bank a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Bank, dated the Closing Date and substantially in the form of Exhibit A-2 (the “Swing Line Note”). The Swing Line Note shall represent the joint and several obligation of Borrower Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Loans made to Borrower Borrowers together with interest thereon as prescribed in Section 2.1.

Making of Swing Line Loans. (Aa) If Agent electsSubject to the terms and conditions of this Agreement, with the consent of Swing Line Lender agrees, at any time and from time to time on and after the BankClosing Date and prior to the Revolving Loan Termination Date, to have the terms of this Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan loan or loans on a revolving basis, in the amount of that Borrowing available to the Borrower on the applicable Funding Date by transferring same day funds to Borrower’s Designated Account. Each Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as Dollars, each, a “"Swing Line Loan,” and such Revolving Loans ") to the Borrowers which are collectively referred to as the “Domestic Subsidiaries, which Swing Line Loans.” Each Loans in the aggregate shall not exceed at any time the Swing Line Commitment; provided that no Swing Line Loan shall be subject made hereunder if, after giving effect to all any Swing Line Loan and the terms and conditions applicable to other use of proceeds thereof, the aggregate outstanding balance of Revolving Loan Obligations would exceed the Aggregate Revolving Loan Commitment. Notwithstanding the foregoing, no Swing Line Loans except that all payments thereon shall be payable made hereunder if, after giving effect to any Swing Line Loan and the Bank solely for its own account. The use of proceeds thereof, the aggregate outstanding principal amount of Swing Line Loans outstanding at any time shall not exceed $10,000,000 (the “Swing Line Commitment”). The Agent shall not request the Bank to make any Swing Line Loan if (1) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested Borrowing would exceed Availability on that Funding Date. (B) The Swing Line Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder. (C) Borrower shall execute and deliver to the Bank a promissory note to evidence the Swing Line Commitment. Such note shall be in , or to the principal amount of extent that the Swing Line Commitment of the Bank, dated the Closing Date and substantially in the form of Exhibit A-2 (the “Swing Line Note”)Lender would exceed the Revolving Loan Commitment of such Lender at such time. The Swing Line Note Commitment shall represent terminate on the obligation Revolving Loan Termination Date without further action being required on the part of Borrower to pay the amount of Agent or the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Lender. No more than five (5) Swing Line Loans shall be outstanding at any time. (b) Swing Line Loans may, subject to the terms of this Agreement, be repaid and reborrowed. All Swing Line Loans shall be made to Borrower together with interest thereon as prescribed in Section 2.1.Floating Rate Loans and shall not be entitled