Refinancing of Swing Line Advances. (i) The Swing Line Bank at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Revolving Lender make a Base Rate Advance in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.20(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.20(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the Swing Line Bank 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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Refinancing of Swing Line Advances. (i) The Each Swing Line Bank Lender at any time in its sole and absolute discretion may request, on behalf of the any Borrower (each of which hereby irrevocably authorizes the each Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a an Alternate Base Rate Pro-Rata Advance in an amount equal to such Revolving Lender’s Pro Rata Share Percentage of the amount of Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.02. The Such Swing Line Bank Lender shall furnish the such Borrower with a copy of the applicable Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to available for the account of its Pro Rata Share of the amount specified in such Notice of Borrowing available Applicable Lending Office to the Administrative Agent at its address referred to in immediately available Section 8.02, in same day funds, such Lender’s Percentage of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds (and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent may apply cash collateral will make such funds available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowingaforesaid address, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a an Alternate Base Rate Pro-Rata Advance to the such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Pro-Rata Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Alternate Base Rate Advance Pro-Rata Advances submitted by the a Swing Line Bank Lender as set forth herein shall be deemed to be a request by the such Swing Line Bank Lender that each of the Revolving Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances, and each Revolving Lender’s payment to the Administrative Agent for the account of the such Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the any Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the such Swing Line Bank 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 such Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such Swing Line Bank Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the such Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Pro-Rata Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against the any Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Pro-Rata Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Credit Agreement (FirstEnergy Solutions Corp.), Credit Agreement (FirstEnergy Solutions Corp.)
Refinancing of Swing Line Advances. (i) The Each Swing Line Bank Lender at any time in its sole and absolute discretion may request, on behalf of the any Borrower (each of which hereby irrevocably authorizes the each Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a an Alternate Base Rate Pro-Rata Advance in an amount equal to such Revolving Lender’s Pro Rata Share Lenders’ ratable portion (according to the Lenders’ respective Commitments) of the amount of Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.02. The Such Swing Line Bank Lender shall furnish the such Borrower with a copy of the applicable Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to available for the account of its Pro Rata Share of the amount specified in such Notice of Borrowing available Applicable Lending Office to the Administrative Agent at its address referred to in immediately available Section 8.02, in same day funds, such Lender’s ratable portion (according to the Lenders’ respective Commitments) of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds (and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent may apply cash collateral will make such funds available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowingaforesaid address, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a an Alternate Base Rate Pro-Rata Advance to the such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Pro-Rata Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Alternate Base Rate Advance Pro-Rata Advances submitted by the a Swing Line Bank Lender as set forth herein shall be deemed to be a request by the such Swing Line Bank Lender that each of the Revolving Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances and each Revolving Lender’s payment to the Administrative Agent for the account of the such Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the any Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the such Swing Line Bank 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 such Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such Swing Line Bank Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the such Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Pro-Rata Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the any Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Pro-Rata Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Credit Agreement (Jersey Central Power & Light Co), Credit Agreement (Firstenergy Corp)
Refinancing of Swing Line Advances. (i) The Each Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes the such Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base Rate Revolving Credit Advance in an amount equal to such Revolving Lender’s Pro Rata Share Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.025.02. The Each Swing Line Bank Lender shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the such Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance that is a Base Rate Advance to the Company or the applicable Subsidiary Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Rate Advance Revolving Credit Advances submitted by the a Swing Line Bank Lender as set forth herein shall be deemed to be a request by the such Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the such Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the such Swing Line Bank 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 such Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the such Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the a Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the any Swing Line BankLender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc)
Refinancing of Swing Line Advances. (i) The Swing Line Bank at any time in its sole discretion may request, on behalf of the Borrower Company (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Revolving Lender Bank make a Base Rate Advance in an amount equal to such Revolving LenderBank’s Pro Rata Share Swing Line Participation of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of A Borrowing for purposes hereof) and in accordance with the requirements of Section 2.022.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Facility Section 2.01(a) and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower Company with a copy of the applicable Notice of A Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender Bank shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available Swing Line Participation with respect to the applicable Swing Line Advance) Advance available to the Agent in immediately available funds for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of A Borrowing, whereupon, subject to Section 2.20(c)(ii2.19(c)(ii), each Revolving Lender Bank that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Base Rate Borrowing in accordance with Section 2.20(c)(i2.19(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders Banks fund its risk participation in the relevant Swing Line Advance and each Revolving LenderBank’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(i2.19(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender Bank fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.20(c2.19(c) by the time specified in Section 2.20(c)(i2.19(c)(i), the Swing Line Bank shall be entitled to recover from such Lender Bank (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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Revolving Credit Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender Bank (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against the Swing Line Bank, the Borrower Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.20(c2.19(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower Company to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (Ecolab Inc), Multicurrency Credit Agreement (Ecolab Inc)
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the Borrower Borrowers (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Advance in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Unused Revolving Credit Facility Commitments and the conditions set forth in Section 3.02. The Swing Line Bank Lender shall furnish the Borrower Borrowers with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.20(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.20(c)(i2.04(c)(i), the request for a Base Rate Advance Advances submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.04(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.04(c) by the time specified in Section 2.20(c)(i2.04(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.04(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower Borrowers to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Refinancing of Swing Line Advances. (i) The Swing Line Bank at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Revolving A Lender make a Base Rate Advance in an amount equal to such Revolving A Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving A Credit Facility and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.20(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving A Credit Advance that is a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving A Credit Borrowing in accordance with Section 2.20(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving A Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving A Lender’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving A Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the Swing Line Bank 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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving A Credit Advance included in the relevant Revolving A Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iii) shall be conclusive absent manifest error.
(iv) Each Revolving A Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that each Revolving A Lender’s obligation to make Revolving A Credit Advances pursuant to this Section 2.20(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base Rate Advance in an amount equal to such Revolving Lender’s Pro Rata Ratable Share of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Revolving Credit Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility Unused Commitments and the conditions set forth in Section 3.02. The Swing Line Bank Lender shall furnish the Borrower with a copy of the applicable Notice of Revolving Credit Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Ratable Share of the amount specified in such Notice of Revolving Credit Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Revolving Credit Borrowing, whereupon, subject to Section 2.20(c)(ii2.17(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.20(c)(i2.17(c)(i), the request for a Base Rate Advance Advances submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.17(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.17(c) by the time specified in Section 2.20(c)(i2.17(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.17(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.17(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Credit Agreement (Beckman Coulter Inc), Credit Agreement (Beckman Coulter Inc)
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base Rate Advance Loan in an amount equal to such Revolving Lender▇▇▇▇▇▇’s Pro Rata Share Commitment Percentage of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.025.03. The Swing Line Bank Lender shall furnish Lead Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Rate Advance Loans submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)5.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Rayonier Advanced Materials Inc.), Revolving Credit Agreement (Rayonier Advanced Materials Inc.)
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base an Index Rate Advance Loan in an amount equal to such Revolving Lender▇▇▇▇▇▇’s Pro Rata Share Commitment Percentage of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.025.02. The Swing Line Bank Lender shall furnish Parent Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base an Index Rate Advance Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Index Rate Advance Loans submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc)
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the Borrower US Borrowers (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each US Revolving Credit Lender make a Base Rate Advance in an amount equal to such Revolving US Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the US Unused Revolving Credit Facility Commitments and the conditions set forth in Section 3.02. The Swing Line Bank Lender shall furnish the Borrower US Borrowers with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the US Administrative Agent. Each US Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the US Administrative Agent in immediately available funds (and the US Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the US Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.20(c)(ii2.04(c)(ii), each US Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower Borrowers in such amount. The US Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a US Revolving Credit Borrowing in accordance with Section 2.20(c)(i2.04(c)(i), the request for a Base Rate Advance Advances submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the US Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each US Revolving Credit Lender’s payment to the US Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.04(c)(i) shall be deemed payment in respect of such participation.
(iii) If any US Revolving Credit Lender fails to make available to the US Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such US Lender pursuant to the foregoing provisions of this Section 2.20(c2.04(c) by the time specified in Section 2.20(c)(i2.04(c)(i), the Swing Line Bank Lender shall be entitled to recover from such US Lender (acting through the US 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank Lender in accordance with banking industry rules or practices on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving US Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such US Lender’s Revolving Credit Advance included in the relevant US Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving US Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each US Revolving Credit Lender’s obligation to make US Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each US Revolving Credit Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.04(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower US Borrowers to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Sources: Senior Secured Revolving Facilities Credit Agreement (Chemtura CORP)
Refinancing of Swing Line Advances. (i) The Swing Line Bank at any time in its sole discretion may request, on behalf of the Borrower Company (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Revolving Lender Bank make a Base Rate Advance in an amount equal to such Revolving LenderBank’s Pro Rata Share Swing Line Participation of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of Section 2.022.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Facility Section 2.01(a) and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower Company with a copy of the applicable Notice of Revolving Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender Bank shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available Swing Line Participation with respect to the applicable Swing Line Advance) Advance available to the Agent in immediately available funds for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Revolving Borrowing, whereupon, subject to Section 2.20(c)(ii2.19(c)(ii), each Revolving Lender Bank that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Base Rate Borrowing in accordance with Section 2.20(c)(i2.19(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders Banks fund its risk participation in the relevant Swing Line Advance and each Revolving LenderBank’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(i2.19(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender Bank fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.20(c2.19(c) by the time specified in Section 2.20(c)(i2.19(c)(i), the Swing Line Bank shall be entitled to recover from such Lender Bank (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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Revolving Credit Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender Bank (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error..
(iv) Each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against the Swing Line Bank, the Borrower Company or any other Person for any reason whatsoever, (B) (B) the occurrence or continuance of a Default Default, or (C) (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.20(c2.19(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower Company to repay the applicable Swing Line Advances, together with interest as provided herein..
Appears in 1 contract
Refinancing of Swing Line Advances. (i) The Swing Line Bank at any time in its sole discretion may request, on behalf of the Borrower Company (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Revolving Lender Bank make a Base Rate Advance in an amount equal to such Revolving LenderBank’s Pro Rata Share Swing Line Participation of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02Section 2.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Facility Section 2.01(a) and the conditions set forth in Section Section 3.02. The Swing Line Bank shall furnish the Borrower Company with a copy of the applicable Notice of Revolving Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender Bank shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available Swing Line Participation with respect to the applicable Swing Line Advance) Advance available to the Agent in immediately available funds for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Revolving Borrowing, whereupon, subject to Section 2.20(c)(iiSection 2.19(c)(ii), each Revolving Lender Bank that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Base Rate Borrowing in accordance with Section 2.20(c)(iSection 2.19(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders Banks fund its risk participation in the relevant Swing Line Advance and each Revolving LenderBank’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(iSection 2.19(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender Bank fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.20(cSection 2.19(c) by the time specified in Section 2.20(c)(iSection 2.19(c)(i), the Swing Line Bank shall be entitled to recover from such Lender Bank (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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Revolving Credit Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender Bank (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error..
(iv) Each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(cSection 2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against the Swing Line Bank, the Borrower Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.20(cSection 2.19(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower Company to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Appropriate Lender make (i) with respect to U.S. Swing Line Advances, a Base Rate Advance in an amount equal to such Revolving Lender’s Pro Rata Share Commitment Percentage of the amount of U.S. Swing Line Advances then outstanding and (ii) with respect to German Swing Line Advances, a Foreign Base Rate Advance in an amount equal to such Lender’s Commitment Percentage of the amount of German Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the U.S. Revolving Credit Facility Commitment or the German Revolving Credit Commitment, as applicable, and the conditions set forth in Section 3.025.02. The Swing Line Bank Lender shall furnish Parent Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Appropriate Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base an Index Rate Advance Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Rate Advance Advances or Foreign Base Rate Advances, as applicable, submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Appropriate Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving such Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base an Index Rate Advance Loan in an amount equal to such Revolving Lender’s Pro Rata Share Commitment Percentage of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples 89 specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.025.02. The Swing Line Bank Lender shall furnish Parent Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base an Index Rate Advance Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Index Rate Advance Loans submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or 90 continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (Gap Inc)
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base Rate Advance Loan in an amount equal to such Revolving Lender’s Pro Rata Share Commitment Percentage of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.025.03. The Swing Line Bank Lender shall furnish Lead Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Rate Advance Loans submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)5.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (Rayonier Advanced Materials Inc.)
Refinancing of Swing Line Advances. (i) The Swing Line Bank at any time in its sole discretion may request, on behalf of the Borrower Company (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Revolving Lender Bank make a Base Rate Advance in an amount equal to such Revolving LenderBank’s Pro Rata Share Swing Line Participation of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02Section 2.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Facility Section 2.01(a) and the conditions set forth in Section Section 3.02. The Swing Line Bank shall furnish the Borrower Company with a copy of the applicable Notice of Revolving Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender Bank shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available Swing Line Participation with respect to the applicable Swing Line Advance) Advance available to the Agent in immediately available funds for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Revolving Borrowing, whereupon, subject to Section 2.20(c)(iiSection 2.19(c)(ii), each Revolving Lender Bank that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Base Rate Borrowing in accordance with Section 2.20(c)(iSection 2.19(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders Banks fund its risk participation in the relevant Swing Line Advance and each Revolving LenderBank’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(iSection 2.19(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender Bank fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.20(cSection 2.19(c) by the time specified in Section 2.20(c)(iSection 2.19(c)(i), the Swing Line Bank shall be entitled to recover from such Lender Bank (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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Revolving Credit Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender Bank (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(cSection 2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against the Swing Line Bank, the Borrower Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.20(cSection 2.19(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower Company to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Refinancing of Swing Line Advances. (i) The Swing Line Bank at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Revolving Lender make a Base Rate Advance in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.20(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.20(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the Swing Line Bank 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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Refinancing of Swing Line Advances. (i) The Each Swing Line Bank Lender at any time in its sole and absolute discretion may request, on behalf of the any Borrower (each of which hereby irrevocably authorizes the each Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a an Alternate Base Rate Pro-Rata Advance in an amount equal to such Revolving Lender’s Pro Rata Share Percentage of the amount of Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.02. The Such Swing Line Bank Lender shall furnish the such Borrower with a copy of the applicable Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to available for the account of its Pro Rata Share of the amount specified in such Notice of Borrowing available Applicable Lending Office to the Administrative Agent at its address referred to in immediately available Section 8.02, in same day funds, such Lender’s Percentage of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds (and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent may apply cash collateral will make such funds available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowingaforesaid address, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a an Alternate Base Rate Pro-Rata Advance to the such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Pro- Rata Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Alternate Base Rate Advance Pro-Rata Advances submitted by the a Swing Line Bank Lender as set forth herein shall be deemed to be a request by the such Swing Line Bank Lender that each of the Revolving Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances, and each Revolving Lender’s payment to the Administrative Agent for the account of the such Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the any Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the such Swing Line Bank 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 such Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such Swing Line Bank Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the such Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Pro-Rata Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against the any Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Pro-Rata Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.Section
Appears in 1 contract
Sources: Credit Agreement
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base an Index Rate Advance Loan in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.20(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.Commitment
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Index Rate Advance Loans submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.or
Appears in 1 contract
Sources: Revolving Credit Agreement (Gap Inc)
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base an Index Rate Advance Loan in an amount equal to such Revolving Lender’s Pro Rata Share Commitment Percentage of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.025.02. The Swing Line Bank Lender shall furnish Parent Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base an Index Rate Advance Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.20(c)(i2.03(c)(i), the request for a Base Index Rate Advance Loans submitted by the Swing Line Bank Lender as set forth herein shall be deemed to be a request by the Swing Line Bank Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank Lender pursuant to Section 2.20(c)(i2.03(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.03(c) by the time specified in Section 2.20(c)(i2.03(c)(i), the Swing Line Bank 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 Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c2.03(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (Gap Inc)
Refinancing of Swing Line Advances. (i) The Each Swing Line Bank Lender at any time in its sole and absolute discretion may request, on behalf of the any Borrower (each of which hereby irrevocably authorizes the each Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a an Alternate Base Rate Pro-Rata Advance in an amount equal to such Revolving Lender’s Pro Rata Share Percentage of the amount of Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.02. The Such Swing Line Bank Lender shall furnish the such Borrower with a copy of the applicable Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to available for the account of its Pro Rata Share of the amount specified in such Notice of Borrowing available Applicable Lending Office to the Administrative Agent at its address referred to in immediately available Section 8.02, in same day funds, such Lender’s Percentage of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds (and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent may apply cash collateral will make such funds available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowingaforesaid address, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a an Alternate Base Rate Pro-Rata Advance to the such Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Bank.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.20(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the Swing Line Bank 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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided hereinLender.
Appears in 1 contract
Refinancing of Swing Line Advances. (i) The Swing Line Bank Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base an Index Rate Advance Loan in an amount equal to such Revolving Lender▇▇▇▇▇▇’s Pro Rata Share Commitment Percentage of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.025.02. The Swing Line Bank Lender shall furnish Parent Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Bank Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of BorrowingCommitted Advance Notice, whereupon, subject to Section 2.20(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base an Index Rate Advance Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.20(c)(i), the request for a Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Bank pursuant to Section 2.20(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the Swing Line Bank 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 Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advance pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.20(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Sources: Fourth Amended and Restated Revolving Credit Agreement (Gap Inc)
Refinancing of Swing Line Advances. (i) The Each Swing Line Bank Lender at any time in its sole and absolute discretion may request, on behalf of the any Borrower (each of which hereby irrevocably authorizes the each Swing Line Bank Lender to so request on its behalf), that each Revolving Lender make a Base Rate an ABR Advance in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.022.2, without regard to the minimum and multiples specified therein for the principal amount of Base Rate ABR Advances, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 3.024.2. The Such Swing Line Bank Lender shall furnish the such Borrower with a copy of the applicable Notice written notice of Borrowing borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall shall, before 1:00 p.m. (New York time) on the date of such borrowing, make an amount equal available for the account of its applicable Lending Installation to the Agent at its Pro Rata Share address referred to in Section 13.1, in same day funds, such Lender’s ratable portion (according to the Lenders’ respective Commitments) of such ABR Advance. After the Agent’s receipt of such funds and upon fulfillment of the amount specified applicable conditions set forth in Article IV, the Agent will make such Notice of Borrowing funds available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Advance) Lender for the account of the Swing Line Bank such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Borrowingaforesaid address, whereupon, subject to Section 2.20(c)(ii2.17(d)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance that is a Base Rate an ABR Advance to the such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line BankLender.
(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing an ABR Advance in accordance with Section 2.20(c)(i2.17(d)(i), the request for a Base Rate Advance ABR Advances submitted by the a Swing Line Bank Lender as set forth herein shall be deemed to be a request by the such Swing Line Bank Lender that each of the Revolving Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances and each Revolving Lender’s payment to the Administrative Agent for the account of the such Swing Line Bank Lender pursuant to Section 2.20(c)(i2.17(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the any Swing Line Bank Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c2.17(d) by the time specified in Section 2.20(c)(i2.17(d)(i), the such Swing Line Bank 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 such Swing Line Bank Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the such Swing Line Bank Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the such Swing Line Bank Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.20(c)(iiiclause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make Revolving Credit ABR Advances or to purchase and fund risk participations in Swing Line Advance Advances pursuant to this Section 2.20(c2.17(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the any Swing Line BankLender, the any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit ABR Advances pursuant to this Section 2.20(c2.17(d) is subject to the conditions set forth in Section 3.02 (other than delivery by the Borrower of a Notice of Borrowing)4.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the any Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.
Appears in 1 contract
Sources: Five Year Credit Agreement (Nationwide Financial Services Inc/)