Common use of U.S. Swingline Loans Clause in Contracts

U.S. Swingline Loans. Subject to the terms and conditions set forth herein and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.3, the U.S. Swingline Lender shall make revolving credit loans requested by Airgas in U.S. Dollars to Airgas (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) from time to time from the Closing Date until the Maturity Date, unless (x) any U.S. Revolving Lender at such time is a Defaulting Lender and (y) the U.S. Swingline Lender has not entered into arrangements reasonably satisfactory to it with Airgas or such Defaulting Lender to eliminate the U.S. Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 4.16(a)(iv)), in which case the U.S. Swingline Lender may in its discretion, make such U.S. Swingline Loans; provided, however, (i) the aggregate principal amount of U.S. Swingline Loans outstanding at any time shall not exceed the U.S. Swingline Sublimit, and (ii) the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not exceed the U.S. Revolving Committed Amount. U.S. Swingline Loans hereunder shall be made as U.S. Base Rate Loans or Quoted Rate U.S. Swingline Loans as Airgas may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof.

U.S. Swingline Loans. (i) Subject to the terms and conditions set forth herein herein, the U.S. Swingline Lender may in its discretion, and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.32.05, make available U.S. Swingline Loans to the U.S. Swingline Lender shall make revolving credit loans requested by Airgas in U.S. Dollars to Airgas (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) Borrowers from time to time from during the Closing Date until the Maturity Date, unless (x) Availability Period in an aggregate principal amount at any U.S. Revolving Lender at such time is a Defaulting Lender and (y) the U.S. Swingline Lender has outstanding that will not entered into arrangements reasonably satisfactory to it with Airgas or such Defaulting Lender to eliminate the U.S. Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 4.16(a)(iv)), result in which case the U.S. Swingline Lender may in its discretion, make such U.S. Swingline Loans; provided, however, (i) the aggregate principal amount of U.S. Swingline Loans outstanding at any time shall not exceed the U.S. Swingline Sublimit, and (ii) the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus exceeding $50,000,000 or (ii) the aggregate total U.S. LOC Obligations outstanding Revolving Exposures exceeding the lesser of the total U.S. Commitments and the U.S. Borrowing Base, at such time; provided, that the U.S. Swingline Lender shall not exceed be required to make a U.S. Swingline Loan to refinance an outstanding U.S. Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Revolving Committed Amount. Borrowers may borrow, prepay and reborrow U.S. Swingline Loans hereunder Loans. To request a U.S. Swingline Loan, the Borrower Agent shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed U.S. Swingline Loan. Each such notice shall be made as U.S. Base Rate Loans or Quoted Rate irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested U.S. Swingline Loans as Airgas may request Loan. The Agent will promptly advise the U.S. Swingline Lender of any such notice received from the Borrower Agent. The U.S. Swingline Lender shall make each U.S. Swingline Loan available to the U.S. Borrowers by means of a credit to the Funding Account or otherwise in accordance with the provisions instructions of the Borrower Agent (including, in the case of a U.S. Swingline Loan made to finance the reimbursement of a U.S. LC Disbursement as provided in Section 2.06(a)(v), by remittance to the applicable U.S. Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the U.S. Lenders) on the requested date of such U.S. Swingline Loan. (ii) To facilitate administration of the U.S. Revolving Loans, the U.S. Revolving Lenders and the Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any U.S. Borrower) that in order to facilitate the administration of this Section 2.3Agreement and the other Loan Documents, settlement among them as to the U.S. Revolving Loans and the U.S. Swingline Loans and the U.S. Protective Advances shall take place on a periodic basis in accordance with this clause (ii). The Agent shall request settlement (a “Settlement”) with the U.S. Revolving Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of the U.S. Swingline Lender, with respect to each outstanding U.S. Swingline Loan and (B) with respect to collections received, in each case, by notifying the U.S. Revolving Lenders of such requested Settlement by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:30p.m. New York City Time, on the date of such requested Settlement (the “Settlement Date”). Each U.S. Revolving Lender (other than the U.S. Swingline Lender, in the case of U.S. Swingline Loans) shall make the amount of such U.S. Revolving Lender’s Applicable Percentage of the outstanding principal amount of the U.S. Swingline Loans with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 3:30 p.m., New York City time, on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Agent shall be repaid applied against the amounts of the applicable U.S. Swingline Loan and, together with the portion of such U.S. Swingline Loan representing the U.S. Swingline Lender’s pro rata share thereof, shall constitute U.S. Revolving Loans of the U.S. Revolving Lenders. If any such amount is not made available to the Agent by any U.S. Revolving Lender on the Settlement Date applicable thereto, the Agent shall, on behalf of the U.S. Swingline Lender with respect to each outstanding U.S. Swingline Loan, be entitled to recover such amount on demand from such U.S. Revolving Lender together with interest thereon at the Federal Funds Effective Rate for the first three days from and reborrowed after the Settlement Date and thereafter at the interest rate then applicable to U.S. Revolving Loans. Between Settlement Dates the Agent may pay over to the U.S. Swingline Lender any payments received by the Agent, which in accordance with the provisions hereofterms of this Agreement would be applied to the reduction of the U.S. Revolving Loans, for application to the U.S. Swingline Lender’s U.S. Revolving Loans or U.S. Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the U.S. Swingline Lender’s U.S. Revolving Loans, the U.S. Swingline Lender shall pay to the Agent for the accounts of the U.S. Revolving Lenders, to be applied to the outstanding U.S. Revolving Loans of such U.S. Revolving Lenders, an amount such that each U.S. Revolving Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Applicable Percentage of the U.S. Revolving Loans. During the period between Settlement Dates, the U.S. Swingline Lender with respect to U.S. Swingline Loans, the Agent with respect to U.S. Protective Advances and each U.S. Revolving Lender with respect to its U.S. Revolving Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement. (iii) In addition, the U.S. Swingline Lender may by written notice given to the Agent not later than 1:00 p.m., New York City time, on any Business Day require the U.S. Revolving Lenders to acquire participations on such Business Day in all or a portion of the U.S. Swingline Loans outstanding. Such notice shall specify the aggregate amount of U.S. Swingline Loans in which U.S. Revolving Lenders will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each U.S. Revolving Lender, specifying in such notice such U.S. Revolving Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the U.S. Swingline Lender, such U.S. Revolving Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Revolving Lender acknowledges and agrees that its obligation to acquire participations in U.S. Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each U.S. Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to U.S. Loans made by such U.S. Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the U.S. Revolving Lenders), and the Agent shall promptly pay to the U.S. Swingline Lender the amounts so received by it from the U.S. Revolving Lenders. The Agent shall notify the Borrower Agent of any participations in any U.S. Swingline Loan acquired pursuant to this paragraph. Any amounts received by the U.S. Swingline Lender from the U.S. Borrowers (or other party on behalf of any U.S. Borrower) in respect of a U.S. Swingline Loan after receipt by the U.S. Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the U.S. Revolving Lenders that shall have made their payments pursuant to this paragraph and to the U.S. Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the U.S. Swingline Lender or the Agent, as applicable, if and to the extent such payment is required to be refunded to any U.S. Borrower for any reason. The purchase of participations in a U.S. Swingline Loan pursuant to this paragraph shall not relieve the U.S. Borrowers of any default in the payment thereof.

U.S. Swingline Loans. Subject to the terms and conditions set forth herein and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.3hereof, the U.S. Swingline Lender shall agrees to make revolving credit swing line loans requested by Airgas in U.S. Dollars to Airgas (each individually, a “U.S. Swingline Loan” and, and collectively, the “U.S. Swingline Loans”) to any U.S. Borrower from time to time on any Business Day during the period from the Closing Date until the Maturity DateTermination Date in an aggregate principal amount at any one time outstanding not to exceed (i) $200,000,000 or (ii) such greater amount, unless (x) any U.S. Revolving Lender at such time is a Defaulting Lender not to exceed $350,000,000, as may be requested by the Borrowers’ Agent and (y) agreed to in writing by the Agent and the U.S. Swingline Lender has not entered into arrangements reasonably satisfactory to it with Airgas or such Defaulting Lender to eliminate (the “U.S. Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 4.16(a)(ivSublimit”)), in which case ; provided that the U.S. Swingline Lender may in its discretion, shall not make such U.S. Swingline Loans; provided, however, (i) the aggregate principal amount of any U.S. Swingline Loans outstanding at if, after doing so, (A) Excess Availability would be less than zero, (B) the Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount, (C) the Aggregate U.S. Revolver Outstandings would exceed the Maximum U.S. Revolver Amount or (D) U.S. Excess Availability would be less than zero. Amounts borrowed by any time U.S. Borrower under this Section 2.3(a) may be repaid and, through but excluding the Termination Date, reborrowed. All U.S. Swingline Loans shall be made in Dollars as Base Rate Loans and shall not exceed be entitled to be converted into Term SOFR Loans or Daily One Month SOFR Loans. The Borrowers’ Agent (on behalf of any U.S. Borrower) shall give the U.S. Swingline SublimitLender irrevocable notice (which notice must be received by the U.S. Swingline Lender prior to 12:00 noon, New York City time) on the requested Funding Date specifying (1) the identity of the U.S. Borrower and (ii2) the aggregate principal amount of outstanding the requested U.S. Swingline Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the U.S. Swingline Loan will be made available by the U.S. Swingline Lender to the U.S. Borrower identified in such notice at an office of the U.S. Swingline Lender by wire transfer to the account of such U.S. Borrower specified in such notice. Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to other U.S. Revolving Loans plus except that all payments thereon (including interest) shall be payable to the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not exceed the U.S. Revolving Committed Amount. U.S. Swingline Loans hereunder shall be made as U.S. Base Rate Loans or Quoted Rate U.S. Swingline Loans as Airgas may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereofLender solely for its own account.

U.S. Swingline Loans. Subject to the terms and conditions set forth herein and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.3hereof, the U.S. Swingline Lender shall agrees to make revolving credit swing line loans requested by Airgas in U.S. Dollars to Airgas (each individually, a “U.S. Swingline Loan” and, and collectively, the “U.S. Swingline Loans”) to any U.S. Borrower from time to time on any Business Day during the period from the Closing Date until the Maturity DateTermination Date in an aggregate principal amount at any one time outstanding not to exceed (i) $150,000,000 or (ii) such greater amount, unless (x) any U.S. Revolving Lender at such time is a Defaulting Lender not to exceed $250,000,000, as may be requested by the Borrowers’ Agent and (y) agreed to in writing by the Agent and the U.S. Swingline Lender has not entered into arrangements reasonably satisfactory to it with Airgas or such Defaulting Lender to eliminate (the “U.S. Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 4.16(a)(ivSublimit”)), in which case ; provided that the U.S. Swingline Lender may in its discretion, shall not make such U.S. Swingline Loans; provided, however, (i) the aggregate principal amount of any U.S. Swingline Loans outstanding at if, after doing so, (A) U.S. Availability would be less than zero or, (B) the Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount or (C) the Aggregate Pro Rata Revolver Outstandings would exceed the Maximum Pro Rata Revolver Amount. Amounts borrowed by any time U.S. Borrower under this Section 2.3(a) may be repaid and, through but excluding the Termination Date, reborrowed. All U.S. Swingline Loans shall be made in Dollars as Base Rate Loans and shall not exceed be entitled to be converted into LIBOR Loans. The Borrowers’ Agent (on behalf of any U.S. Borrower) shall give the U.S. Swingline SublimitLender irrevocable notice (which notice must be received by the U.S. Swingline Lender prior to 12:00 noon, New York City time) on the requested Funding Date specifying (1) the identity of the U.S. Borrower and (ii2) the aggregate principal amount of outstanding the requested U.S. Swingline Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the U.S. Swingline Loan will be made available by the U.S. Swingline Lender to the U.S. Borrower identified in such notice at an office of the U.S. Swingline Lender by wire transfer to the account of such U.S. Borrower specified in such notice. Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to other U.S. Revolving Loans plus except that all payments thereon (including interest) shall be payable to the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not exceed the U.S. Revolving Committed Amount. U.S. Swingline Loans hereunder shall be made as U.S. Base Rate Loans or Quoted Rate U.S. Swingline Loans as Airgas may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereofLender solely for its own account.

U.S. Swingline Loans. Subject to the terms and conditions set forth herein and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.3hereof, the U.S. Swingline Lender shall agrees to make revolving credit swing line loans requested by Airgas in U.S. Dollars to Airgas (each individually, a “U.S. Swingline Loan” and, and collectively, the “U.S. Swingline Loans”) to any U.S. Borrower from time to time on any Business Day during the period from the Closing Date until the Maturity DateTermination Date in an aggregate principal amount at any one time outstanding not to exceed (i) $150,000,000 or (ii) such greater amount, unless (x) any U.S. Revolving Lender at such time is a Defaulting Lender not to exceed $250,000,000, as may be requested by the Borrowers’ Agent and (y) agreed to in writing by the Agent and the U.S. Swingline Lender has not entered into arrangements reasonably satisfactory to it with Airgas or such Defaulting Lender to eliminate (the “U.S. Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 4.16(a)(ivSublimit”)), in which case ; provided that the U.S. Swingline Lender may in its discretion, shall not make such U.S. Swingline Loans; provided, however, (i) the aggregate principal amount of any U.S. Swingline Loans outstanding at if, after doing so, (A) U.S. Availability would be less than zero, (B) the Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount or (C) the Aggregate Pro Rata Revolver Outstandings would exceed the Maximum Pro Rata Revolver Amount. Amounts borrowed by any time U.S. Borrower under this Section 2.3(a) may be repaid and, through but excluding the Termination Date, reborrowed. All U.S. Swingline Loans shall be made in Dollars as Base Rate Loans and shall not exceed be entitled to be converted into Term SOFR Loans or Daily SOFR Loans. The Borrowers’ Agent (on behalf of any U.S. Borrower) shall give the U.S. Swingline SublimitLender irrevocable notice (which notice must be received by the U.S. Swingline Lender prior to 12:00 noon, New York City time) on the requested Funding Date specifying (1) the identity of the U.S. Borrower and (ii2) the aggregate principal amount of outstanding the requested U.S. Swingline Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the U.S. Swingline Loan will be made available by the U.S. Swingline Lender to the U.S. Borrower identified in such notice at an office of the U.S. Swingline Lender by wire transfer to the account of such U.S. Borrower specified in such notice. Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to other U.S. Revolving Loans plus except that all payments thereon (including interest) shall be payable to the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not exceed the U.S. Revolving Committed Amount. U.S. Swingline Loans hereunder shall be made as U.S. Base Rate Loans or Quoted Rate U.S. Swingline Loans as Airgas may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereofLender solely for its own account.

U.S. Swingline Loans. Subject to the terms and conditions set forth herein and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.3hereof, the U.S. Swingline Lender shall agrees to make revolving credit swing line loans requested by Airgas in U.S. Dollars to Airgas (each individually, a “U.S. Swingline Loan” and, ”; collectively, the “U.S. Swingline Loans”) to any U.S. Borrower from time to time on any Business Day during the period from the Closing Date until the Maturity Termination Date in an aggregate principal amount at any one time outstanding not to exceed $100,000,000 (the “U.S. Swingline Sublimit”); provided that the U.S. Swingline Lender shall not make any U.S. Swingline Loans if, after doing so, U.S. Availability would be less than zero. Amounts borrowed by any U.S. Borrower under this Section 2.4(a) may be repaid and, through but excluding the Termination Date, unless reborrowed. All U.S. Swingline Loans shall be made in Dollars as Base Rate Loans and shall not be entitled to be converted into LIBOR Loans. The Borrowers’ Agent (on behalf of any U.S. Borrower) shall give the U.S. Swingline Lender irrevocable notice (which notice must be received by the U.S. Swingline Lender prior to 12:00 noon, New York City time) on the requested Funding Date specifying (x) any the identity of the U.S. Revolving Lender at such time is a Defaulting Lender Borrower and (y) the amount of the requested U.S. Swingline Lender has not entered into arrangements reasonably satisfactory to it with Airgas Loan, which shall be in a minimum amount of $100,000 or such Defaulting Lender to eliminate whole multiples of $50,000 in excess thereof. The proceeds of the U.S. Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender (including Loan will be made available by operation of Section 4.16(a)(iv)), in which case the U.S. Swingline Lender may to the U.S. Borrower identified in its discretion, make such U.S. Swingline Loans; provided, however, (i) the aggregate principal amount notice at an office of U.S. Swingline Loans outstanding at any time shall not exceed the U.S. Swingline Sublimit, Lender by wire transfer to the account of such U.S. Borrower specified in such notice. Each U.S. Swingline Loan shall be subject to all the terms and (ii) the aggregate principal amount of outstanding conditions applicable to other U.S. Revolving Loans plus except that all payments thereon (including interest) shall be payable to the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not exceed the U.S. Revolving Committed Amount. U.S. Swingline Loans hereunder shall be made as U.S. Base Rate Loans or Quoted Rate U.S. Swingline Loans as Airgas may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereofLender solely for its own account.

U.S. Swingline Loans. (i) Subject to the terms and conditions set forth herein herein, the U.S. Swingline Lender may in its discretion, and in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.32.05, make available U.S. Swingline Loans to the U.S. Swingline Lender shall make revolving credit loans requested by Airgas in U.S. Dollars to Airgas (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) Borrowers from time to time from during the Closing Date until the Maturity Date, unless (x) Availability Period in an aggregate principal amount at any U.S. Revolving Lender at such time is a Defaulting Lender and (y) the U.S. Swingline Lender has outstanding that will not entered into arrangements reasonably satisfactory to it with Airgas or such Defaulting Lender to eliminate the U.S. Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 4.16(a)(iv)), result in which case the U.S. Swingline Lender may in its discretion, make such U.S. Swingline Loans; provided, however, (i) the aggregate principal amount of U.S. Swingline Loans outstanding at any time shall not exceed the U.S. Swingline Sublimit, and (ii) the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus exceeding $50,000,000 or (ii) the aggregate total U.S. LOC Obligations outstanding Revolving Exposures exceeding the lesser of the total U.S. Commitments and the U.S. Borrowing Base at such time; provided, that the U.S. Swingline Lender shall not exceed be required to make a U.S. Swingline Loan to refinance an outstanding U.S. Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Revolving Committed Amount. Borrowers may borrow, prepay and reborrow U.S. Swingline Loans hereunder Loans. To request a U.S. Swingline Loan, the Borrower Agent shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed U.S. Swingline Loan. Each such notice shall be made as U.S. Base Rate Loans or Quoted Rate irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested U.S. Swingline Loans as Airgas may request Loan. The Agent will promptly advise the U.S. Swingline Lender of any such notice received from the Borrower Agent. The U.S. Swingline Lender shall make each U.S. Swingline Loan available to the U.S. Borrowers by means of a credit to the Funding Account or otherwise in accordance with the provisions instructions of the Borrower Agent (including, in the case of a U.S. Swingline Loan made to finance the reimbursement of a U.S. LC Disbursement as provided in Section 2.06(a)(v), by remittance to the applicable U.S. Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the U.S. Lenders) on the requested date of such U.S. Swingline Loan. (ii) To facilitate administration of the U.S. Revolving Loans, the U.S. Revolving Lenders and the Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any U.S. Borrower) that in order to facilitate the administration of this Section 2.3Agreement and the other Loan Documents, settlement among them as to the U.S. Revolving Loans and the U.S. Swingline Loans and the U.S. Protective Advances shall take place on a periodic basis in accordance with this clause (ii). The Agent shall request settlement (a “Settlement”) with the U.S. Revolving Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of the U.S. Swingline Lender, with respect to each outstanding U.S. Swingline Loan and (B) with respect to collections received, in each case, by notifying the U.S. Revolving Lenders of such requested Settlement by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:30 p.m. New York City time, on the date of such requested Settlement (the “Settlement Date”). Each U.S. Revolving Lender (other than the U.S. Swingline Lender, in the case of U.S. Swingline Loans) shall make the amount of such U.S. Revolving Lender’s Applicable Percentage of the outstanding principal amount of the U.S. Swingline Loans with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 3:30 p.m., New York City time, on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Agent shall be repaid applied against the amounts of the applicable U.S. Swingline Loan and, together with the portion of such U.S. Swingline Loan representing the U.S. Swingline Lender’s pro rata share thereof, shall constitute U.S. Revolving Loans of the U.S. Revolving Lenders. If any such amount is not made available to the Agent by any U.S. Revolving Lender on the Settlement Date applicable thereto, the Agent shall, on behalf of the U.S. Swingline Lender with respect to each outstanding U.S. Swingline Loan, be entitled to recover such amount on demand from such U.S. Revolving Lender together with interest thereon at the Federal Funds Rate for the first three days from and reborrowed after the Settlement Date and thereafter at the interest rate then applicable to U.S. Revolving Loans. Between Settlement Dates the Agent may pay over to the U.S. Swingline Lender any payments received by the Agent, which in accordance with the provisions hereofterms of this Agreement would be applied to the reduction of the U.S. Revolving Loans, for application to the U.S. Swingline Lender’s U.S. Revolving Loans or U.S. Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the U.S. Swingline Lender’s U.S. Revolving Loans, the U.S. Swingline Lender shall pay to the Agent for the accounts of the U.S. Revolving Lenders, to be applied to the outstanding U.S. Revolving Loans of such U.S. Revolving Lenders, an amount such that each U.S. Revolving Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Applicable Percentage of the U.S. Revolving Loans. During the period between Settlement Dates, the U.S. Swingline Lender with respect to U.S. Swingline Loans, the Agent with respect to U.S. Protective Advances and each U.S. Revolving Lender with respect to its U.S. Revolving Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement. (iii) In addition, the U.S. Swingline Lender may by written notice given to the Agent not later than 1:00 p.m., New York City time, on any Business Day require the U.S. Revolving Lenders to acquire participations on such Business Day in all or a portion of the U.S. Swingline Loans outstanding. Such notice shall specify the aggregate amount of U.S. Swingline Loans in which U.S. Revolving Lenders will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each U.S. Revolving Lender, specifying in such notice such U.S. Revolving Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the U.S. Swingline Lender, such U.S. Revolving Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Revolving Lender acknowledges and agrees that its obligation to acquire participations in U.S. Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each U.S. Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to U.S. Loans made by such U.S. Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the U.S. Revolving Lenders), and the Agent shall promptly pay to the U.S. Swingline Lender the amounts so received by it from the U.S. Revolving Lenders. The Agent shall notify the Borrower Agent of any participations in any U.S. Swingline Loan acquired pursuant to this paragraph. Any amounts received by the U.S. Swingline Lender from the U.S. Borrowers (or other party on behalf of any U.S. Borrower) in respect of a U.S. Swingline Loan after receipt by the U.S. Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the U.S. Revolving Lenders that shall have made their payments pursuant to this paragraph and to the U.S. Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the U.S. Swingline Lender or the Agent, as applicable, if and to the extent such payment is required to be refunded to any U.S. Borrower for any reason. The purchase of participations in a U.S. Swingline Loan pursuant to this paragraph shall not relieve the U.S. Borrowers of any default in the payment thereof.