Common use of Borrowings to Repay Swing Line Loans Clause in Contracts

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Line Loans with the proceeds of a Borrowing of Revolving Credit Advances under Section 2.01(a), and each Revolving Lender shall make a Revolving Credit Advance in an amount equal to such Revolving Lender’s ratable portion of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender so requests, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances in excess of its Revolving Commitment. Revolving Credit Advances made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances and shall be deemed to have been properly requested in accordance with Section 2.02(a) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances pursuant to this Section 2.19(e) and/or to acquire participations pursuant to Section 2.19(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a Borrower to satisfy any of the conditions set forth in Section 3.02. The Swing Line Lender shall provide notice to the Revolving Lenders that such Revolving Credit Advances are to be made under this Section 2.19 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances (whether or not the conditions specified in Section 3.02 are then satisfied) by the time the Swing Line Lender so requests, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit Facility.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, ; provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.3(e) and/or and to acquire participations pursuant to Section 2.19(f2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.2. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.2(e) and/or to acquire participations pursuant to Section 2.19(f2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.2. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.3(e) and/or to acquire participations pursuant to Section 2.19(f2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.3. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Swing Line Lender mayPNC shall request settlement with Lenders at least once every two weeks or on any date that PNC elects, at its optionby notifying Lenders of such requested settlement by facsimile, exercisable at any time for any reason whatsoever, demand repayment telephone or electronic transmission no later than 1:00 p.m. (New York time) on the date of the Swing Line Loans with the proceeds of a Borrowing of Revolving Credit Advances under Section 2.01(a), such requested settlement and each Revolving Lender shall make a Revolving Credit Advance in an amount equal to such Revolving Lender’s ratable portion 's Commitment Percentage of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender PNC so requests, accrued interest thereon, provided, provided that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances in an amount in excess of its Commitment Percentage times the Maximum Revolving CommitmentAdvance Amount. Revolving Credit Advances made pursuant to the preceding sentence shall bear interest at the Alternate Base interest rate applicable to Revolving Advances consisting of Domestic Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Loans and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(a) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances pursuant to this Section 2.19(e) and/or to acquire participations pursuant to Section 2.19(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a Borrower to satisfy any of the conditions set forth in Section 3.02. The Swing Line Lender PNC shall provide notice to the Revolving Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Advances are to be made under this Section 2.19 2.20(c)(iv) and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances (whether or not the conditions specified in Section 3.02 8.2 are then satisfied) by the time the Swing Line Lender PNC so requests, which shall not be earlier than 2:00 3:00 p.m. (New York time) ), on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line LenderPNC. The Swing Line If any such amount is not transferred to PNC by any Lender mayon such settlement date, at its option, exercisable by delivery of written notice PNC shall be entitled to the applicable Borrower at any time after the date that is ten (10) Business Days after the date recover such amount on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by from such Borrower of such Swing Line Loan, Lender together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit Facilityas specified in Section 2.23.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations obligation to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.4(e) and/or and /or to acquire participations participants pursuant to Section 2.19(f2.4(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.2. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.4 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Line Loans with the proceeds of a Borrowing of Revolving Credit Advances under Section 2.01(a), and each Revolving Lender shall make a Revolving Credit Advance in an amount equal to such Revolving Lender’s ratable portion of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender so requests, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances in excess of its Revolving Commitment. Revolving Credit Advances made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances and shall be deemed to have been properly requested in accordance with Section 2.02(a) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances pursuant to this Section 2.19(e) and/or to acquire participations pursuant to Section 2.19(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, CHAR1\1713543v7 including the occurrence and continuance of a Default or an Event of Default or any failure by a Borrower to satisfy any of the conditions set forth in Section 3.02. The Swing Line Lender shall provide notice to the Revolving Lenders that such Revolving Credit Advances are to be made under this Section 2.19 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances (whether or not the conditions specified in Section 3.02 are then satisfied) by the time the Swing Line Lender so requests, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit Facility.

Borrowings to Repay Swing Line Loans. The Any aggregate positive balance of cash over the targeted amount of cash in the applicable accounts under the Swing Line Lender mayshall, to the extent available at the end of a Business Day, be automatically applied to the repayment of the outstanding balance of the Swing Line Loans. In addition to the repayments referred to in the preceding sentence, PNC Bank may at its option, exercisable option at any time for any reason whatsoever, demand repayment of the Swing Line Loans with and upon any such demand, the proceeds of a Borrowing of Revolving Credit Advances under Section 2.01(a)Borrower shall pay, and if the Borrower does not provide ready funds by 11:00 a.m. on the date of such demand, each Revolving Lender Bank shall make a Revolving Credit Advance Facility A Loan in an amount equal to such Revolving Lender’s ratable portion Bank's Ratable Share of the aggregate principal amount of the such outstanding Swing Line LoansLoan, plus, if the Swing Line Lender PNC Bank so requests, accrued interest thereon, provided, provided that no Revolving Lender Bank shall be obligated in any event to make Revolving Credit Advances Facility A Loans in excess of its Revolving CommitmentCredit Facility A Commitment or its Ratable Share of the Borrowing Base (to the extent applicable), whichever is less. Revolving Credit Advances Facility A Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a) 2.5 without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances pursuant to this Section 2.19(e) and/or to acquire participations pursuant to Section 2.19(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default provision or an Event of Default or any failure by a Borrower to satisfy any other provisions of the conditions set forth in Section 3.02Agreement. The Swing Line Lender PNC Bank shall provide notice to the Revolving Lenders Banks (which may be telephonic or written notice by letter, facsimile or telephone) that such Revolving Credit Advances Facility A Loans are to be made under this Section 2.19 2.9 and of the apportionment among the Revolving LendersBanks, and the Revolving Lenders Banks shall be unconditionally obligated to fund such Revolving Credit Advances Facility A Loans (whether or not the conditions specified in Section 3.02 7 are then satisfied) by the time the Swing Line Lender PNC Bank so requests, which shall not may be earlier than 2:00 p.m. (New York time) on the Business Day next after that the date the Revolving Lenders Banks receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityPNC Bank.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.2(e) and/or to acquire participations pursuant to Section 2.19(f2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.3. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.4(e) and/or to acquire participations pursuant to Section 2.19(f2.4(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.2. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.4 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Any aggregate positive balance of cash over the targeted amount of cash in the applicable accounts under the Swing Line Lender mayshall, to the extent available at the end of a Business Day, be automatically applied to the repayment of the outstanding balance of the Swing Line Loans. In addition to the repayments referred to in the preceding sentence, PNC Bank may at its option, exercisable option at any time for any reason whatsoever, demand repayment of the Swing Line Loans with and upon any such demand, the proceeds of a Borrowing of Revolving Credit Advances under Section 2.01(a)Borrower shall pay, and if the Borrower does not provide ready funds by 11:00 a.m. on the date of such demand, each Revolving Lender Bank shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Bank's Ratable Share of the aggregate principal amount of the such outstanding Swing Line LoansLoan, plus, if the Swing Line Lender PNC Bank so requests, accrued interest thereon, provided, provided that no Revolving Lender Bank shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Revolving CommitmentCredit Commitment or its Ratable Share of the Borrowing Base, whichever is less. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Interest Rate Advances specified in Section 4.1.1(i) and shall be deemed to have been properly requested in accordance with Section 2.02(a) 2.5 without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances pursuant to this Section 2.19(e) and/or to acquire participations pursuant to Section 2.19(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default provision or an Event of Default or any failure by a Borrower to satisfy any other provisions of the conditions set forth in Section 3.02Agreement. The Swing Line Lender PNC Bank shall provide notice to the Revolving Lenders Banks (which may be telephonic or written notice by letter, facsimile or telephone) that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.10 and of the apportionment among the Revolving LendersBanks, and the Revolving Lenders Banks shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 7 are then satisfied) by the time the Swing Line Lender PNC Bank so requests, which shall not may be earlier than 2:00 p.m. (New York time) on the Business Day next after that the date the Revolving Lenders Banks receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityPNC Bank.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its its(e) option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, ; provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.3(e) and/or and to acquire participations pursuant to Section 2.19(f2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.2. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Administrative Agent. Risk Participations in Swing Line Loans. Immediately upon the making of each(f) Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender. The Swing Line Lender may, at its optionwithout recourse or warranty, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any an undivided interest and participation in such Swing Line Loan is made, for any reason whatsoever, demand repayment by in an amount equal to such Borrower Revolving Lender’s Pro Rata Share of the principal amount of such Swing Line Loan, and such interest and participation may be recovered from such Revolving Lender together with all outstanding interest thereon, thereon at the Alternate Base Rate for each day during the period commencing on the date of demand and ending on the date such Borrower amount is received (subject to the limitation in Section 2.3(e) that no Revolving Lender shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or be obligated in any other Loan Document event to the contrary, the Borrowers shall repay the entire outstanding principal amount make Revolving Loans in excess of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the its Available Revolving Credit FacilityCommitment).

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender Alaska Communications Systems Holdings, Inc. Credit Agreement acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.2(e) and/or to acquire participations pursuant to Section 2.19(f2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.3. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans with Loans. Upon such request, the proceeds Administrative Agent shall demand repayment of a Borrowing of Revolving Credit Advances under Section 2.01(a)the Swing Line Loans, and each Revolving Lender shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requestsrequested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Available Revolving Commitment. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances Swing Line Loans pursuant to this Section 2.19(e2.3(e) and/or to acquire participations pursuant to Section 2.19(f2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by a the Borrower to satisfy any of the conditions set forth in Section 3.024.2. The Swing Line Lender Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.3 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 2.2(b) are then satisfied) by the time requested by the Swing Line Lender so requestsand designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. (New York time) on the Business Day next after the date the Revolving Lenders receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityAdministrative Agent.

Borrowings to Repay Swing Line Loans. The Any aggregate positive balance of cash over the targeted amount of cash in the applicable accounts under the Swing Line Lender mayshall, to the extent available at the end of a Business Day, be automatically applied to the repayment of the outstanding balance of the Swing Line Loans. In addition to the repayments referred to in the preceding sentence, PNC Bank may at its option, exercisable option at any time for any reason whatsoever, demand repayment of the Swing Line Loans with and upon any such demand, the proceeds of a Borrowing of Revolving Credit Advances under Section 2.01(a)Borrower shall pay, and if the Borrower does not provide ready funds by 11:00 a.m. on the date of such demand, each Revolving Lender Bank shall make a Revolving Credit Advance Loan in an amount equal to such Revolving Lender’s ratable portion Bank's Ratable Share of the aggregate principal amount of the such outstanding Swing Line LoansLoan, plus, if the Swing Line Lender PNC Bank so requests, accrued interest thereon, provided, provided that no Revolving Lender Bank shall be obligated in any event to make Revolving Credit Advances Loans in excess of its Revolving CommitmentCredit Commitment or its Ratable Share of the Borrowing Base, whichever is less. Revolving Credit Advances Loans made pursuant to the preceding sentence shall bear interest at the Alternate Revolving Credit Base Rate then in effect plus the Applicable Margin for Revolving Credit Advances that are Alternate Base Rate Advances Option and shall be deemed to have been properly requested in accordance with Section 2.02(a) 2.5 without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Credit Advances pursuant to this Section 2.19(e) and/or to acquire participations pursuant to Section 2.19(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default provision or an Event of Default or any failure by a Borrower to satisfy any other provisions of the conditions set forth in Section 3.02Agreement. The Swing Line Lender PNC Bank shall provide notice to the Revolving Lenders Banks (which may be telephonic or written notice by letter, facsimile or telephone) that such Revolving Credit Advances Loans are to be made under this Section 2.19 2.8 and of the apportionment among the Revolving LendersBanks, and the Revolving Lenders Banks shall be unconditionally obligated to fund such Revolving Credit Advances Loans (whether or not the conditions specified in Section 3.02 7 are then satisfied) by the time the Swing Line Lender PNC Bank so requests, which shall not may be earlier than 2:00 p.m. (New York time) on the Business Day next after that the date the Revolving Lenders Banks receive such notice from the Swing Line Lender. The Swing Line Lender may, at its option, exercisable by delivery of written notice to the applicable Borrower at any time after the date that is ten (10) Business Days after the date on which any Swing Line Loan is made, for any reason whatsoever, demand repayment by such Borrower of such Swing Line Loan, together with all outstanding interest thereon, and such Borrower shall make such repayment no later than three (3) Business Days following receipt of such notice. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrowers shall repay the entire outstanding principal amount of Swing Line Loans, if any, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date for the Revolving Credit FacilityPNC Bank.