Swing Line Subfacility. (a) Subject to the terms and conditions hereof, if necessary to meet Borrower's funding deadlines, Administrative Agent agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $20,000,000, and (ii) the Unused Commitment. Swing Line Loans shall constitute "Borrowings" for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment (other than of Administrative Agent). (b) Each request for a Swing Line Loan shall be in the amount of $500,000 or a greater integral multiple of $500,000. Borrower may request a Swing Line Loan by submitting a Notice of Borrowing to Administrative Agent. Such Notice of Borrowing must be received by Administrative Agent no later than 12:00 noon on the Borrowing Date for such Swing Line Loan; provided that Borrower shall have provided telephonic notice to Administrative Agent no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent shall make such Swing Line Loan available to Borrower in Chicago, Illinois at 12:00 noon on such Borrowing Date. (c) Upon the occurrence of a Default or if any Swing Line Loan shall be outstanding for more than fourteen (14) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender shall fund its Pro Rata Share thereof) in an amount sufficient to repay the Principal Debt outstanding under such Swing Line Loan; provided that such Borrowing shall be made notwithstanding Borrower's noncompliance with Section 5. The proceeds of such Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent's demand therefor, and until such time as such Lender makes the required payment, Administrative Agent shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. If, for any reason (including but not limited to the filing of a petition in bankruptcy with respect to Borrower), a Borrowing may not be (as determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.2(c) to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in such Swing Line Loan (an "Unrefunded Swing Line Borrowing") to the extent of such Lender's Pro Rata Share thereof. Each Lender shall fund a Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such funding requirement is given by Administrative Agent if such notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next Business Day following the date of such notice. All such amounts payable by any Lender under this Section 2.2(c) shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. Each payment by Borrower of all or any part of any Swing Line Loan shall be paid to Administrative Agent for the benefit of Administrative Agent and those Lenders who hold funded participations in such Swing Line Loan under this Section 2.2(c); provided that with respect to any such participation, all interest on the Principal Debt of such Swing Line Loan to which such participation relates accruing prior to the date of funding such participation, shall be payable solely to Administrative Agent for the account of Administrative Agent (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent has received from any Lender such Lender's participating interest in any Swing Line Loan, Administrative Agent receives any payment on account thereof, Administrative Agent will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent is required to be returned, such Lender will return to Administrative Agent any portion thereof previously distributed by Administrative Agent to it. (d) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender's obligation to either make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Share of all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any Company, any Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Administrative Agent as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent under the Total Commitment in excess of Administrative Agent's Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.
Appears in 1 contract
Swing Line Subfacility. (a) Subject to the terms and conditions hereof, if necessary to meet any Borrower's funding deadlines, Administrative Agent Bank of America agrees to make Swing Line Loans to Borrower Borrowers at any time on or prior to the three (3) Business Days prior to the Termination Date, not to exceed an amount in the aggregate for all Borrowers at any one time outstanding equal to the lesser of (i) $20,000,00075,000,000, and (ii) the Unused Commitmentdifference between the Total Commitment and the Total Principal Debt. Swing Line Loans shall constitute "Borrowings" for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment Commitment. Notwithstanding the foregoing, the Total Principal Debt (other than of Administrative Agent)including, without limitation, all Swing Line Loans) shall not at any time exceed the Total Commitment.
(b) Each request for a Swing Line Loan shall be in the an amount of equal to $500,000 1,000,000 or a greater integral multiple of $500,00050,000. A Borrower may request a Swing Line Loan by submitting a Notice of Borrowing Request to Administrative AgentAgent and Bank of America. Such Notice of Borrowing Request must be received by Administrative Agent and Bank of America no later than 12:00 noon 11:00 a.m. on the Borrowing Date for such Swing Line Loan; , provided that the requesting Borrower shall have provided telephonic notice to Administrative Agent and Bank of America no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent Bank of America shall make such Swing Line Loan available to the requesting Borrower in ChicagoDallas, Illinois Texas at 12:00 noon 1:00 p.m. on such Borrowing Date.
(c) Upon the occurrence of a Default or if in the event that any Swing Line Loan shall be outstanding for more than fourteen five (145) Business Days, Administrative Agent shall, on behalf of the applicable Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender shall fund its Pro Rata Share Part thereof) in an amount sufficient to repay the Principal Debt outstanding under such Swing Line Loan; provided that such Borrowing shall be made notwithstanding Borrower's any noncompliance with Section 5. The proceeds of such Borrowing shall be immediately applied to repay such Swing Line Loan. If such any Lender does not promptly make pay such Borrowing amount upon Administrative Agent's demand therefor, and until such time as such Lender makes the required paymentBorrowing, Administrative Agent Bank of America shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. If, for any reason (including but not limited to the filing of a petition in bankruptcy with respect to any Borrower), a Borrowing may not be (as determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.2(c2.4(c) to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in such Swing Line Loan (an "Unrefunded Swing Line Borrowing") to the extent of such Lender's =s Pro Rata Share Part thereof. Each Lender shall fund a Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such funding requirement is given by Administrative Agent if such notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next Business Day following the date of such notice. All such amounts payable by any Lender under this Section 2.2(c2.3(c) shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. Each payment by a Borrower of all or any part of any Swing Line Loan to such Borrower shall be paid to Administrative Agent for the benefit of Administrative Agent Bank of America and those Lenders who hold funded participations in such Swing Line Loan under this Section 2.2(c2.4(c); provided that with respect to any such participation, all interest on the Principal Debt of such Swing Line Loan to which such participation relates accruing prior to the date of funding such participation, shall be payable solely to Administrative Agent for the account of Administrative Agent Bank of America (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by the applicable Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to such Borrower in the amount of such participation. Whenever, at any time after Administrative Agent Bank of America has received from any Lender such Lender's participating interest in any Swing Line Loan, Administrative Agent Bank of America receives any payment on account thereof, Administrative Agent Bank of America will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent Bank of America is required to be returned, such Lender will return to Administrative Agent Bank of America any portion thereof previously distributed by Administrative Agent Bank of America to it.
(d) Unless Administrative Agent knew at the time Administrative Agent when Bank of America funded a Swing Line Loan that Borrower Borrowers had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender's =s obligation to either make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Share Part of all Swing Line Loans as provided in Section 2.2(c2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent Bank of America or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any CompanyBorrower, any of its Affiliates, Administrative Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Administrative Agent Bank of America as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent Bank of America under the Total Commitment in excess of Administrative AgentBank of America's Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement Agreement, but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.
Appears in 1 contract
Sources: Credit Agreement (Prologis Trust)
Swing Line Subfacility. (a) Subject to the terms and conditions hereof, if necessary to meet Borrower's ’s funding deadlines, Administrative Agent agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $20,000,00050,000,000.00, and (ii) the Unused Commitment. Swing Line Loans shall constitute "“Borrowings" ” for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's ’s Commitment (other than of Administrative Agent). Swing Line Loans aggregating more than $15,000,000.00 may not be outstanding for more than fourteen (14) consecutive Business Days.
(b) Each request for a Swing Line Loan shall be in the amount of $500,000 or a greater integral multiple of $500,000. Borrower may request a Swing Line Loan by submitting a Notice of Borrowing to Administrative Agent. Such Notice of Borrowing must be received by Administrative Agent no later than 12:00 noon on the Borrowing Date for such Swing Line Loan; provided that Borrower shall have provided telephonic notice to Administrative Agent no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent shall make such Swing Line Loan available to Borrower in ChicagoHouston, Illinois Texas at 12:00 noon on such Borrowing Date.
(c) Upon the occurrence of a Default or if any Swing Line Loan shall be outstanding for more than fourteen (14) Business DaysDefault, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender shall fund its Pro Rata Share thereof) in an amount sufficient to repay the Principal Debt outstanding under such Swing Line Loan; provided that such Borrowing shall be made notwithstanding Borrower's ’s noncompliance with Section 5. The proceeds of such Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent's ’s demand therefor, and until such time as such Lender makes the required payment, Administrative Agent shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. If, for any reason (including but not limited to the filing of a petition in bankruptcy with respect to Borrower), a Borrowing may not be (as determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.2(c) to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in such Swing Line Loan (an "“Unrefunded Swing Line Borrowing"”) to the extent of such Lender's ’s Pro Rata Share thereof. Each Lender shall fund a Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such funding requirement is given by Administrative Agent if such notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next Business Day following the date of such notice. All such amounts payable by any Lender under this Section 2.2(c) shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. Each payment by Borrower of all or any part of any Swing Line Loan shall be paid to Administrative Agent for the benefit of Administrative Agent and those Lenders who hold funded participations in such Swing Line Loan under this Section 2.2(c); provided that with respect to any such participation, all interest on the Principal Debt of such Swing Line Loan to which such participation relates accruing prior to the date of funding such participation, shall be payable solely to Administrative Agent for the account of Administrative Agent (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's ’s lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent has received from any Lender such Lender's ’s participating interest in any Swing Line Loan, Administrative Agent receives any payment on account thereof, Administrative Agent will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent is required to be returned, such Lender will return to Administrative Agent any portion thereof previously distributed by Administrative Agent to it.
(d) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender's ’s obligation to either make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Share of all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's ’s Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any Company, any Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Administrative Agent as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent under the Total Commitment in excess of Administrative Agent's ’s Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement but shall be a Borrowing made under the Total Commitment and each Lender's ’s Commitment.
Appears in 1 contract
Swing Line Subfacility. (a) Subject to the terms and conditions hereof, if necessary to meet Borrower's funding deadlines, Administrative Agent NationsBank agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Swing Line Maturity Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $20,000,00075,000,000, and (ii) the Unused Commitmentdifference between the Total Commitment and the Total Principal Debt. Swing Line Loans shall constitute "Borrowings" for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment Commitment. Notwithstanding the foregoing, the Total Principal Debt (other than of Administrative Agent)including, without limitation, all Swing Line Loans) shall not at any time exceed the Total Commitment.
(b) Each request for a Swing Line Loan shall be in the an amount of equal to $500,000 1,000,000 or a greater integral multiple of $500,00050,000. Borrower may request a Swing Line Loan by submitting a Notice of Borrowing Request to Administrative AgentAgent and NationsBank. Such Notice of Borrowing Request must be received by Administrative Agent and NationsBank no later than 12:00 noon 11:00 a.m. on the Borrowing Date for such Swing Line Loan; , provided that Borrower shall have provided telephonic notice to Administrative Agent and NationsBank no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent NationsBank shall make such Swing Line Loan available to Borrower in ChicagoDallas, Illinois Texas at 12:00 noon 1:00 p.m. on such Borrowing Date.
(c) Upon the occurrence of a Default or if in the event that any Swing Line Loan shall be outstanding for more than fourteen five (145) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender shall fund its Pro Rata Share Part thereof) in an amount sufficient to repay the Principal Debt outstanding under such Swing Line Loan; provided that that, such Borrowing shall be made notwithstanding Borrower's noncompliance with Section 5. The proceeds of such Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent's demand therefor, and until such time as such Lender makes the required payment, Administrative Agent shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. If, for any reason (including but not limited to the filing of a petition in bankruptcy with respect to Borrower)reason, a Borrowing may not be (as determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.2(c2.4(c) to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in such Swing Line Loan (an "Unrefunded Swing Line Borrowing") to the extent of such Lender's Pro Rata Share Part thereof. Each Lender shall fund a Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such funding requirement is given by Administrative Agent if such notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next Business Day following the date of such notice. All such amounts payable by any Lender under this Section 2.2(c2.3(c) shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Loan shall be paid to Administrative Agent for the benefit of Administrative Agent NationsBank and those Lenders who hold funded participations in such Swing Line Loan under this Section 2.2(c2.4(c); provided that with respect to any such participation, all interest on the Principal Debt of such Swing Line Loan to which such participation relates accruing prior to the date of funding such participation, shall be payable solely to Administrative Agent for the account of Administrative Agent NationsBank (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent NationsBank has received from any Lender such Lender's participating interest in any Swing Line Loan, Administrative Agent NationsBank receives any payment on account thereof, Administrative Agent NationsBank will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent NationsBank is required to be returned, such Lender will return to Administrative Agent NationsBank any portion thereof previously distributed by Administrative Agent NationsBank to it.
(d) Unless Administrative Agent knew at the time Administrative Agent when NationsBank funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender's obligation to either make a Borrowing to refund, or to purchase a participation an interest in, its Pro Rata Share of in all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent NationsBank or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any CompanyBorrower, any of its Affiliates, Administrative Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing so purchased and converted may be treated by Administrative Agent NationsBank as a Borrowing which was not funded by the non-non- purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent NationsBank under the Total Commitment in excess of Administrative AgentNationsBank's Commitment. Each Swing Line Loan refunded by a Borrowing Loan, once so sold, shall cease to be a Swing Line Loan for the purposes of this Agreement Agreement, but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.
Appears in 1 contract
Sources: Credit Agreement (Prologis Trust)
Swing Line Subfacility. (aA) Subject to the terms and conditions hereof, if necessary to meet Borrower's funding deadlines, Administrative Agent Swing Line Lender agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Maturity Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $20,000,000, and (ii) the Unused Commitment5,000,000. Swing Line Loans shall constitute "Borrowings" Borrowings for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's Commitment. Notwithstanding the foregoing, (i) the Total Principal Debt (including, without limitation, all Swing Line Loans) shall not at any time exceed the Total Commitment, (ii) the Commitment Usage may not exceed the Availability Amount, and (other than c) the sum of Administrative Agent)(i) each Lender's Principal Debt plus (ii) such Lender's Pro Rata Part of the LC Exposure and all Swing Line Loans may not exceed such Lender's Commitment.
(bB) Each request for a Swing Line Loan shall be in the amount of $500,000 250,000 or a greater integral multiple of $500,000250,000. Borrower may request a Swing Line Loan by submitting a Notice of Borrowing to Administrative AgentAgent and Swing Line Lender. Such Notice of Borrowing must be received by Administrative Agent and Swing Line Lender no later than 12:00 noon 1:00 p.m. on the Borrowing Date for such Swing Line Loan; , provided that Borrower shall have provided telephonic notice to Administrative Agent and Swing Line Lender no later than 11:00 a.m. 1:00 p.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent Swing Line Lender shall make such Swing Line Loan available to Borrower in ChicagoNew York, Illinois New York at 12:00 noon 3:00 p.m. on such Borrowing Date.
(cC) Upon the occurrence of a an Event of Default or if in the event that any Swing Line Loan shall be outstanding for more than fourteen five (145) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender shall fund its Pro Rata Share Part thereof) in an amount sufficient to repay the Principal Debt outstanding under such Swing Line Loan; provided that that, such Borrowing shall be made notwithstanding Borrower's noncompliance with Section 5SECTION 7. The proceeds of such Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent's demand therefor, and until such time as such Lender makes the required payment, Administrative Agent shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. If, for any reason (including but not limited to the filing of a petition in bankruptcy with respect to Borrower)reason, a Borrowing may not be (as determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.2(cSECTION 2.5(C) to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in such Swing Line Loan (an "Unrefunded Swing Line BorrowingUNREFUNDED SWING LINE BORROWING") to the extent of such Lender's Pro Rata Share Part thereof. Each Lender shall fund a Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such funding requirement is given by Administrative Agent if such notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next Business Day following the date of such notice. All such amounts payable by any Lender under this Section 2.2(cSECTION 2.5(C) shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Loan shall be paid to Administrative Agent for the benefit of Administrative Agent Swing Line Lender and those Lenders who hold funded participations in such Swing Line Loan under this Section 2.2(cSECTION 2.5(C); provided that with respect to any such participation, all interest on the Principal Debt of such Swing Line Loan to which such participation relates accruing prior to the date of funding such participation, shall be payable solely to Administrative Agent for the account of Administrative Agent Swing Line Lender (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights rights of banker's lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent Swing Line Lender has received from any Lender such Lender's participating interest in any Swing Line Loan, Administrative Agent Swing Line Lender receives any payment on account thereof, Administrative Agent Swing Line Lender will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent Swing Line Lender is required to be returned, such Lender will return to Administrative Agent Swing Line Lender any portion thereof previously distributed by Administrative Agent Swing Line Lender to it.
(dD) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Each Lender's obligation to either make a Borrowing to refund, or to purchase a participation an interest in, its Pro Rata Share of in all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent Swing Line Lender or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Event of Default or the termination of any Lender's Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any CompanyBorrower, any of its Affiliates, Administrative Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing so purchased and converted may be treated by Administrative Agent Swing Line Lender as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this AgreementSECTION 2.4(B), and as a funding by Administrative Agent Swing Line Lender under the Total Commitment in excess of Administrative AgentSwing Line Lender's Commitment. Each Swing Line Loan refunded by a Borrowing Loan, once so sold, shall cease to be a Swing Line Loan for the purposes of this Agreement Agreement, but shall be a Borrowing made under the Total Commitment and each Lender's Commitment.
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Swing Line Subfacility. (a) Subject to the terms and conditions hereof, if necessary to meet Borrower's ’s funding deadlines, Administrative Agent agrees to make Swing Line Loans to Borrower at any time on or prior to the three (3) Business Days prior to the Termination Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $20,000,000, and (ii) the Unused Commitment. Swing Line Loans shall constitute "“Borrowings" ” for all purposes hereunder, except that Swing Line Loans shall not be considered a utilization of any Lender's ’s Commitment (other than of Administrative Agent).
(b) Each request for a Swing Line Loan shall be in the amount of $500,000 or a greater integral multiple of $500,000. Borrower may request a Swing Line Loan by submitting a Notice of Borrowing to Administrative Agent. Such Notice of Borrowing must be received by Administrative Agent no later than 12:00 noon on the Borrowing Date for such Swing Line Loan; provided that Borrower shall have provided telephonic notice to Administrative Agent no later than 11:00 a.m. on the Borrowing Date for such Swing Line Loan. Administrative Agent shall make such Swing Line Loan available to Borrower in Chicago, Illinois at 12:00 noon on such Borrowing Date.
(c) Upon the occurrence of a Default or if any Swing Line Loan shall be outstanding for more than fourteen (14) Business Days, Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the terms of this Agreement) from Lenders (and each Lender shall fund its Pro Rata Share thereof) in an amount sufficient to repay the Principal Debt outstanding under such Swing Line Loan; provided that such Borrowing shall be made notwithstanding Borrower's ’s noncompliance with Section 5. The proceeds of such Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does not promptly make such Borrowing upon Administrative Agent's ’s demand therefor, and until such time as such Lender makes the required payment, Administrative Agent shall be deemed to continue to have outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such unpaid obligation. If, for any reason (including but not limited to the filing of a petition in bankruptcy with respect to Borrower), a Borrowing may not be (as determined by Administrative Agent in its sole discretion), or is not, made pursuant to this Section 2.2(c) to repay any Swing Line Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made, each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have purchased an undivided participating interest in such Swing Line Loan (an "“Unrefunded Swing Line Borrowing"”) to the extent of such Lender's ’s Pro Rata Share thereof. Each Lender shall fund a Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of business on the date notice of such funding requirement is given by Administrative Agent if such notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next Business Day following the date of such notice. All such amounts payable by any Lender under this Section 2.2(c) shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. Each payment by Borrower of all or any part of any Swing Line Loan shall be paid to Administrative Agent for the benefit of Administrative Agent and those Lenders who hold funded participations in such Swing Line Loan under this Section 2.2(c); provided that with respect to any such participation, all interest on the Principal Debt of such Swing Line Loan to which such participation relates accruing prior to the date of funding such participation, shall be payable solely to Administrative Agent for the account of Administrative Agent (and all Lenders holding funded participations in any Unrefunded Swing Line Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line Borrowing may exercise any and all Rights of banker's ’s lien, setoff, or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at any time after Administrative Agent has received from any Lender such Lender's ’s participating interest in any Swing Line Loan, Administrative Agent receives any payment on account thereof, Administrative Agent will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's ’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by Administrative Agent is required to be returned, such Lender will return to Administrative Agent any portion thereof previously distributed by Administrative Agent to it.
(d) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each Lender's ’s obligation to either make a Borrowing to refund, or to purchase a participation interest in, its Pro Rata Share of all Swing Line Loans as provided in Section 2.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation (i) any set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person may have against Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Potential Default or Default or the termination of any Lender's ’s Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement or any other Loan Document by any Company, any Agent, or any other Lender, or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by Administrative Agent as a Borrowing which was not funded by the non-purchasing Lenders as contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent under the Total Commitment in excess of Administrative Agent's ’s Commitment. Each Swing Line Loan refunded by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement but shall be a Borrowing made under the Total Commitment and each Lender's ’s Commitment.
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