Common use of US Swing Line Loans Clause in Contracts

US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms and conditions set out in this Agreement, to make US Swing Line Loans in Dollars to any Borrower from time to time in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment. US Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested US Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing Line Loans for the applicable Interest Period, and (iv) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m. (Central time) on the applicable Borrowing Date, the US Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Swing Line Loan, or (B) shall on the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the US Swing Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 3 contracts

Samples: Credit Agreement (Cameron International Corp), Credit Agreement (Cameron International Corp), Credit Agreement (Cameron International Corp)

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US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US Swing Line Loan is Subject to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms and conditions set out forth herein, each U.S. Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.04, to may in its sole discretion make US loans (each such loan, a “U.S. Swing Line Loans Loan”) to the Company in Dollars to any Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time outstanding the amount of the U.S. Swing Line Sublimit; provided, that, (A) after giving effect to any U.S. Swing Line Loan, (1) the Total Outstandings shall not exceed the Aggregate Commitment. US Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this AgreementCommitments, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (a2) the applicable Borrowing Date Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (which date shall be a Business Day), (ii3) the aggregate amount of the requested US Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US outstanding U.S. Swing Line Loans for the applicable Interest Period, and (iv) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender issued by fax, or other similar form of transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m. (Central time) on the applicable Borrowing Date, the US any U.S. Swing Line Lender shall make available not exceed such U.S. Swing Line Lender’s U.S. Swing Line Commitment, (B) the US Company shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US and (C) no U.S. Swing Line Lender available shall be under any obligation to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US make any U.S. Swing Line Loan if it shall determine (which determination shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (Aconclusive and binding absent manifest error) may at any time in its sole discretion with respect to any outstanding US Swing Line Loanthat it has, or (B) shall on by such Credit Extension may have, Fronting Exposure. Within the seventh day after the Borrowing Date of any US Swing Line Loanforegoing limits, require each Lender (including the US Swing Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other terms and conditions and limitations set out in this Article II. Unless a Lender shall have notified hereof, the US Company may borrow U.S. Swing Line LenderLoans under this Section 2.04(a)(i), prior prepay U.S. Swing Line Loans pursuant to its Section 2.05, and reborrow U.S. Swing Line Loans under this Section 2.04(a)(i). Immediately upon the making any US of a U.S. Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans each Lender shall be unconditionaldeemed to, continuingand hereby irrevocably and unconditionally agrees to, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against purchase from the Administrative Agent, the US applicable U.S. Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and risk participation in the applicable US such U.S. Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US U.S. Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 2 contracts

Samples: Credit Agreement (Itt Inc.), Credit Agreement (ITT Inc.)

US Swing Line Loans. (ai) Upon During the satisfaction of US Facility Commitment Period, subject to the terms and conditions precedent set out in Section 4.2 andhereof, if such US Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms and conditions set out in this Agreement, hereby agrees to make US Swing Line Loans to Company in Dollars the aggregate amount up to any Borrower from time to time in an aggregate principal amount but not to exceed exceeding the US Swing Line CommitmentSublimit; provided, provided that after giving effect to the Aggregate Outstanding Credit Exposure making of any US Swing Line Loans, in no event shall not at any time the Total Utilization of US Facility Commitments exceed the Aggregate CommitmentUS Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(b) may be repaid and reborrowed during the US Facility Commitment Period. US Swing Line Loans may bear interest at either Lender's Facility Commitment shall expire on the Offered Rate or the Floating Rate. Subject to the terms of this Agreement, the Borrowers may borrow, repay US Facility Commitment Termination Date and reborrow all US Swing Line Loans at any time prior to and all other amounts owed hereunder with respect thereto and the applicable Commitment Maturity DateUS Facility Commitments shall be paid in full no later than such date. (bii) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (a) the applicable Borrowing Date (which date Loans shall be a Business Day), (ii) the made in an aggregate minimum amount of the requested US Swing Line Loan which shall be an amount not less than $1,000,000 500,000 and in integral multiples of $100,000 in excess thereofof that amount, (iii) whether or in such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered other amounts as may be agreed to by the Company and US Swing Line Lender, upon request by the applicable Borrower, for . (iii) Whenever Company desires that US Swing Line Loans for the applicable Interest Period, and (iv) in the case of Lender make a US Swing Line Loan bearing interest at the Offered RateLoan, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent Company shall notify the deliver to US Swing Line Lender a Funding Notice no later than 12:00 noon (New York City time) (or at such other time as may be agreed to by fax, or other similar form of transmission, of the requested Company and US Swing Line Loan. Not later than 2:00 p.m. (Central timeLender) on the applicable Borrowing Date, the proposed Credit Date and US Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at amount of its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US Swing Line Loan shall available to Company not later than 2:00 p.m.(New York City time) (or at such other time as may be paid in full agreed to by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Swing Line Loan, or (B) shall on the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the Company and US Swing Line Lender) on the applicable Credit Date by deposit of the proceeds to an account thereof maintained at such Principal Office or as otherwise directed by Company in the applicable Funding Notice. (iv) US Swing Line Lender may, by delivery to US Facility Agent of a written notice no later than 11:00 a.m. (New York City time) on a Business Day, require each Lender holding a US Facility Commitment to irrevocably purchase, and each such Lender shall be deemed to have irrevocably purchased, a participation in such outstanding US Swing Line Loans in an amount equal to its Pro Rata Share of the unpaid amount of such US Swing Line Loans, together with accrued interest thereon. Promptly after receipt by US Facility Agent of such written notice, US Facility Agent shall notify each US Facility Lender thereof, and within one Business Day, each applicable Lender shall deliver to US Facility Agent an amount equal to its respective participation in Same Day Funds at US Facility Agent's Principal Office. US Facility Agent shall promptly make the proceeds of such participations available to US Swing Line Lender by causing an amount of Same Day Funds in Dollars equal to such proceeds to be credited to the account of US Swing Line Lender at such Principal Office. In order to evidence further any such participation (and without prejudice to the effectiveness of the applicable participation provisions set forth in this Section 2.2(b)(iv)), each applicable Lender agrees to enter into a separate participation agreement at the request of US Swing Line Lender in form and substance reasonably satisfactory to each such party. In the event any applicable Lender fails to make a Revolving Loan in available to US Swing Line Lender the amount of such Lender's Pro Rata Share of such US Swing Line Loan (includingparticipation as provided herein, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against recover such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the rate customarily used by US Swing Line Lender in writing, prior to for the making by correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event US Swing Line Lender receives a payment of such any amount in which the other applicable Lenders have purchased participations as provided herein, US Swing Line Loan, that Lender shall promptly distribute to each such Default has occurred and is continuing and that other Lender its Pro Rata Share of such Lender will not acquire participations in payment. A certificate of US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant submitted to Section 2.5.2 shall require such any Lender with respect to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon amounts owing hereunder shall be due and payable as set out above conclusive in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturityabsence of manifest error.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Stryker Corp), Credit and Guaranty Agreement (Stryker Corp)

US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity the Facility Termination Date, the US Swing Line Lender agrees, on the terms and conditions set out in this Agreement, to make US Swing Line Loans in Dollars to any Borrower from time to time in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment. US Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Facility Termination Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central timeTime) on the Borrowing Date of each US Swing Line Loan specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested US Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, thereof and (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing Line Loans for (the applicable Interest Period, and (iv) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor”). (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m. (Central time) on the applicable Borrowing Date, the US Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Swing Line Loan, or (B) shall on the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the US Swing Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Credit Agreement (Cooper Cameron Corp)

US Swing Line Loans. (a) Upon The U.S. Swing Line. Subject to the satisfaction of the terms and conditions precedent set out in Section 4.2 and, if such US Swing Line Loan is to be made on the date of the initial Advance hereunderforth herein, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US U.S. Swing Line Lender agrees, on in reliance upon the terms and conditions agreements of the other U.S. Revolving Credit Lenders set out forth in this AgreementSection 2.04, to may in its sole discretion make US loans in Dollars (each such loan, a “U.S. Swing Line Loans in Dollars Loan”) to any the Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of U.S. Revolving Credit Loans and U.S. L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the Aggregate amount of such Lender’s U.S. Revolving Credit Commitment. US ; provided, however, that after giving effect to any U.S. Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this AgreementLoan, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (ai) the applicable Borrowing Date (which date Total U.S. Revolving Credit Outstandings shall be a Business Day), not exceed the U.S. Revolving Credit Facility at such time and (ii) the aggregate amount Outstanding Amount of the requested US U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender at such time, plus such U.S. Revolving Credit Lender’s Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. L/C Obligations at such time, plus such U.S. Revolving Credit Lender’s Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. Swing Line Loans at such time shall not exceed such Lender’s U.S. Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any U.S. Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, (iii) whether such US to refinance any outstanding U.S. Swing Line Loan. Each U.S. Swing Line Loan shall bear interest only at a rate based on the Floating Rate or at Base Rate. Immediately upon the rate offered by the US making of a U.S. Swing Line LenderLoan, upon request by each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Borrower, for US U.S. Swing Line Loans for the applicable Interest Period, and (iv) Lender a risk participation in the case of a US such U.S. Swing Line Loan bearing interest at in an amount equal to the Offered Rate, product of such U.S. Revolving Credit Lender’s Applicable U.S. Revolving Credit Percentage times the Interest Period requested therefor. (c) Promptly after receipt amount of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US such U.S. Swing Line Loan. Not later than 2:00 p.m. (Central time) on Within the applicable Borrowing Date, the US Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Swing Line Loan, or (B) shall on the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the US Swing Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereonforegoing limits under this Section 2.04(a), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other terms and conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agenthereof, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due Borrower may borrow under this Section 2.5.2(d)2.04, the Administrative Agent shall be entitled to receiveprepay under Section 2.05, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due reborrow under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment2.04. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Credit Agreement (Green Mountain Coffee Roasters Inc)

US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms and conditions set out in this Agreement, to make US Swing Line Loans in Dollars to any Borrower from time to time in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment. US Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central timeTime) on the Borrowing Date of each US Swing Line Loan specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested US Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, thereof and (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing Line Loans for the applicable Interest Period, and (iv) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested thereforLoans. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m. (Central time) on the applicable Borrowing Date, the US Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Swing Line Loan, or (B) shall on the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the US Swing Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Credit Agreement (Cooper Cameron Corp)

US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US Swing Line Loan is Subject to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms and conditions set out forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.01(c), to may in its sole discretion make US loans (each such loan, a “U.S. Swing Line Loans Loan”) to the Domestic Borrowers in Dollars to any Borrower from time to time on any Business Day during the Commitment Period in an aggregate principal amount not to exceed at any time outstanding the US amount of the U.S. Swing Line Commitment; provided, provided that however, that, (A) after giving effect to any U.S. Swing Line Loan, (1) the Aggregate Outstanding Credit Exposure Dollar Equivalent Facility Usage shall not at any time exceed the Aggregate Commitment. US Commitments and (2) the aggregate Dollar Equivalent principal amount of all Revolver A Loans made by a Lender plus such Lender’s Commitment Percentage of the principal amount of Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice Letter of Credit Obligations then outstanding shall not exceed its Revolving A Credit Commitment, (a "US Swing Line Borrowing Notice"B) the Domestic Borrowers shall not later than noon (Central time) on use the Borrowing Date proceeds of each US any U.S. Swing Line Loan specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested US to refinance any outstanding U.S. Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing Line Loans for the applicable Interest Period, and (ivC) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m. (Central time) on the applicable Borrowing Date, the US Swing Line Lender shall not be under any obligation to make available the US any U.S. Swing Line LoanLoan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, in funds immediately available in Chicagoor by such Extension of Credit may have, Fronting Exposure. Within the foregoing limits, and subject to the Administrative Agent at its address specified pursuant to Article XIIIother terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.01(c), prepay under Section 2.15, and reborrow under this Section 2.01(c). The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US U.S. Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line a Base Rate Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Immediately upon the making of a U.S. Swing Line Loan, or (B) each Lender shall on be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the US a risk participation in such U.S. Swing Line Lender) to make a Revolving Loan in an amount equal to the product of such Lender’s Commitment Percentage times the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US U.S. Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Second Amendment and Joinder and Assumption Agreement (West Pharmaceutical Services Inc)

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US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms and conditions set out in this Agreement, to make US Swing Line Loans in Dollars to any Borrower from time to time in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment. US Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested US Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing Line Loans for the applicable Interest Period, and (iv) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m. (Central time) on the applicable Borrowing Date, the US Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's ’s aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Swing Line Loan, or (B) shall on the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the US Swing Line Lender) to make a Revolving Loan in the amount of such Lender's ’s Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's ’s obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Credit Agreement (Cameron International Corp)

US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such The US Swing Line Loan is Line. Subject to be made on the date of the initial Advance hereunder, the satisfaction of the terms and conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Dateforth herein, the US Swing Line Lender agrees, on the terms and conditions set out in this Agreement, agrees to make loans (each such loan, a “US Swing Line Loans in Dollars Loan”) to any the US Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of the US Swing Line Sublimit, notwithstanding the fact that such US Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of US Committed Borrowings and US L/C Obligations of the Lender acting as US Swing Line Lender, may exceed the amount of such Lender’s US Commitment; provided, provided however, that after giving effect to any US Swing Line Loan, (i) the Aggregate Outstanding Credit Exposure Total US Outstandings shall not at any time exceed the Aggregate Commitment. US Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this Agreement, the Borrowers may borrow, repay Commitments and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount Outstanding Amount of the requested US Committed Loans of any US Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all US L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all US Swing Line Loans shall not exceed such Lender’s US Commitment; and provided, further, that the US Facility Borrower shall not use the proceeds of any US Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing Line Loans for the applicable Interest Period, and (iv) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested to refinance any outstanding US Swing Line Loan. Not later than 2:00 p.m. (Central time) on Within the applicable Borrowing Dateforegoing limits, and subject to the other terms and conditions hereof, the US Swing Line Lender shall make available the US Swing Line LoanFacility Borrower may borrow under this Section 2.05, in funds immediately available in Chicagoprepay under Section 2.06, to the Administrative Agent at its address specified pursuant to Article XIIIand reborrow under this Section 2.05. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such a US Swing Line Base Rate Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding Immediately upon the making of a US Swing Line Loan, or (B) each US Lender shall on the seventh day after the Borrowing Date of any US Swing Line Loanbe deemed to, require each Lender (including and hereby irrevocably and unconditionally agrees to, purchase from the US Swing Line Lender) to make Lender a Revolving Loan risk participation in the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago an amount equal to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, product of such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in ’s Pro Rata Share times the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Credit Agreement (Burlington Resources Inc)

US Swing Line Loans. (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such US The U.S. Swing Line Loan is Line. Subject to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US Swing Line Lender agrees, on the terms and conditions set out forth herein, the U.S. Swing Line Lender, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this AgreementSection 2.04, to may in its sole discretion make US loans in Dollars (each such loan, a “U.S. Swing Line Loans in Dollars Loan”) to any Borrower the Company from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of U.S. Revolving Credit Loans and U.S. L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the Aggregate amount of such Lender’s U.S. Revolving Credit Commitment. US ; provided, however, that (x) after giving effect to any U.S. Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this AgreementLoan, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (ai) the applicable Borrowing Date (which date Total U.S. Revolving Credit Outstandings shall be a Business Day), not exceed the U.S. Revolving Credit Facility at such time and (ii) the aggregate amount Outstanding Amount of the requested US U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender at such time, plus such U.S. Revolving Credit Lender’s Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. L/C Obligations at such time, plus such U.S. Revolving Credit Lender’s Applicable U.S. Revolving Credit Percentage of the Outstanding Amount of all U.S. Swing Line Loans at such time shall not exceed such Lender’s U.S. Revolving Credit Commitment, (y) the Company shall not use the proceeds of any U.S. Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof, (iii) whether such US to refinance any outstanding U.S. Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line Lender, upon request by the applicable Borrower, for US Swing Line Loans for the applicable Interest Period, and (ivz) in the case of a US Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m. (Central time) on the applicable Borrowing Date, the US U.S. Swing Line Lender shall not be under an obligation to make available the US Swing Line Loan, in funds immediately available in Chicago, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US any U.S. Swing Line Loan if it shall determine (which determination shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line Loan. In addition, US Swing Line Lender (Aconclusive and binding absent manifest error) may at any time in its sole discretion with respect to any outstanding US Swing Line Loanthat it has, or (B) shall on by such Credit Extension may have, Fronting Exposure. Within the seventh day after the Borrowing Date of any US Swing Line Loan, require each Lender (including the US Swing Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereonforegoing limits under this Section 2.04(a), for the purpose of repaying such US Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and limitations set out in reborrow under this Article IISection 2.04. Unless Immediately upon the making of a Lender shall have notified the US Swing Line Lender, prior to its making any US U.S. Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make each U.S. Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans Credit Lender shall be unconditionaldeemed to, continuingand hereby irrevocably and unconditionally agrees to, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against purchase from the Administrative Agent, the US U.S. Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and risk participation in the applicable US such U.S. Swing Line Loan in an amount equal to the product of such U.S. Revolving Credit Lender’s Applicable U.S. Revolving Credit Percentage times the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US U.S. Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Credit Agreement (Keurig Green Mountain, Inc.)

US Swing Line Loans. (a) Upon The U.S. Swing Line. Subject to the satisfaction of the terms and conditions precedent set out in Section 4.2 andforth herein, if such US Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, the US U.S. Swing Line Lender agrees, on in reliance upon the terms and conditions agreements of the other U.S. Revolving A Credit Lenders set out forth in this AgreementSection 2.05, to make US loans (each such loan, a “U.S. Swing Line Loans in Dollars Loan”) to any U.S. Borrower from time to time on any U.S. Business Day during the Availability Period in an aggregate principal amount not to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding Credit Exposure shall not at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of U.S. Lender acting as U.S. Swing Line Lender, may exceed the Aggregate amount of such U.S. Lender’s Commitment. US ; provided, however, that after giving effect to any U.S. Swing Line Loans may bear interest at either the Offered Rate or the Floating Rate. Subject to the terms of this AgreementLoan, the Borrowers may borrow, repay and reborrow US Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The applicable Borrower shall deliver to the Administrative Agent and the US Swing Line Lender irrevocable notice (a "US Swing Line Borrowing Notice") not later than noon (Central time) on the Borrowing Date of each US Swing Line Loan specifying (ai) the applicable Total U.S. Revolving A Credit Outstandings shall not exceed the lesser of (x) the Aggregate U.S. Revolving A Credit Commitments or (y) the amount (if any) by which the U.S. Borrowing Date (which date shall be a Business Day)Base exceeds the Total U.S. Revolving B Credit Outstandings, and (ii) the aggregate amount Outstanding Amount of the requested US Swing Line Loan which shall be an amount not less than $1,000,000 and in integral multiples U.S. Revolving A Credit Loans of $100,000 in excess thereof, (iii) whether such US Swing Line Loan shall bear interest at the Floating Rate or at the rate offered by the US Swing Line any U.S. Lender, upon request by plus such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage of the applicable BorrowerOutstanding Amount of all U.S. L/C Obligations, for US plus such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. Swing Line Loans for the applicable Interest Periodshall not exceed such U.S. Lender’s U.S. Revolving A Credit Commitment, and (iv) in provided, further, that U.S. Borrower shall not use the case proceeds of a US any U.S. Swing Line Ling Loan bearing interest at the Offered Rate, the Interest Period requested therefor. (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Administrative Agent shall notify the US Swing Line Lender by fax, or other similar form of transmission, of the requested US to refinance any outstanding U.S. Swing Line Loan. Not later than 2:00 p.m. (Central time) on Within the applicable Borrowing Dateforegoing limits, the US Swing Line Lender shall make available the US Swing Line Loan, in funds immediately available in Chicago, and subject to the Administrative Agent at its address specified pursuant to Article XIIIother terms and conditions hereof, U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06 and reborrow under this Section 2.05. The Administrative Agent will promptly make the funds so received from the US Swing Line Lender available to the applicable Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (d) Repayment of US Swing Line Loans: (i) Each US U.S. Swing Line Loan shall be paid in full by the applicable Borrower on or before the seventh day after the Borrowing Date for such US Swing Line a Base Rate Loan. In addition, US Swing Line Lender (A) may at any time in its sole discretion with respect to any outstanding US Immediately upon the making of a U.S. Swing Line Loan, or (B) each U.S. Revolving A Credit Lender shall on the seventh day after the Borrowing Date of any US be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from U.S. Swing Line Loan, require each Lender (including the US a risk participation in such U.S. Swing Line Lender) to make a Revolving Loan in an amount equal to the product of such U.S. Revolving A Credit Lender’s Applicable Revolving Credit/Committed Loan Percentage times the amount of such Lender's Pro Rata Share of such US Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such US U.S. Swing Line Loan. Not later than noon (Central time) on the date of any notice received pursuant to this Section 2.5.2(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified the US Swing Line Lender, prior to its making any US Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the US Swing Line Lender or any other Person, (2) the occurrence or continuance of a Default or Unmatured Default, (3) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Borrower, or (4) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from such US Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable US Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Notwithstanding the foregoing, a Lender shall have no obligation to acquire a participation in a US Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such US Swing Line Loan was made and such Lender shall have notified the US Swing Line Lender in writing, prior to the making by the US Swing Line Lender of such US Swing Line Loan, that such Default has occurred and is continuing and that such Lender will not acquire participations in US Swing Line Loans made while such Default is continuing. No purchase by a Lender of a US Swing Line Loan pursuant to Section 2.5.2 shall require such Lender to exceed its Commitment. (ii) All US Swing Line Loans shall mature, and the principal amount thereof and the unpaid accrued interest thereon shall be due and payable as set out above in (i) above and on the applicable Commitment Maturity Date. Interest accrued on US Swing Line Loans shall be payable on each Payment Date and on any date on which such US Swing Line Loans are prepaid, whether due to acceleration or otherwise, and at maturity.

Appears in 1 contract

Samples: Credit Agreement (Castle a M & Co)

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