Common use of Lender Participation in Swingline Loans Clause in Contracts

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available to the Administrative Agent an amount equal to its Applicable Percentage of the unpaid amount thereof together with accrued interest thereon. To the extent the Lenders have made such amounts available to the Administrative Agent as provided Section 2.3, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Effective Rate for the first three Business Days and thereafter at the Alternative Base Rate. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Applicable Percentage of such payment.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans then outstanding. Such notice shall specify the aggregate amount thereof together with accrued interest thereonof Swingline Loans in which Lenders will participate and the Available Currency in which such Swingline Loans are denominated. To the extent the Lenders have made such amounts available to the Administrative Agent as provided Section 2.3Promptly upon receipt of notice under this paragraph, the Administrative Agent will make the aggregate give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from three Business Days after the date of receipt of such amount is required notice with respect to be made available Major Currency Swingline Loans and on the date of the receipt of such notice with respect to other Swingline Loans, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of: (A) the amount of any applicable Major Currency Swingline Loan or Loans in the currency in which such Loan or Loans is denominated and (B) the Dollar Equivalent amount of any other Swingline Loan or Loans in dollars. Each Lender until acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such amount is payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of the applicable currency in immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective Rate for amounts so received by it from the first three Business Days Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter at payments in respect of such Swingline Loan shall be made to the Alternative Base RateAdministrative Agent and not to the Swingline Lender and shall be made by the Borrower: (A) if payment is made with respect to a Major Currency Swingline Loan, in the currency in which such Loan is denominated and (B) with respect to other Swingline Loans, in dollars and in the Dollar Equivalent amount of the applicable Swingline Loan. Promptly following its receipt of any payment Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender that has acquired or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this paragraph shall not relieve the Borrower of such paymentany default in the payment thereof.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., Dallas, Texas time, on any Business Day require the Revolving Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans outstanding. Such notice shall specify the aggregate amount thereof together with accrued interest thereon. To the extent of Swingline Loans in which the Lenders have made will participate. Promptly upon receipt of such amounts available to the Administrative Agent as provided Section 2.3notice, the Administrative Agent will make the aggregate give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such amounts available Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to the Swingline Lender in like funds as received by pay to the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of the principal amount outstanding in connection with such Swingline Loans. Each Revolving Lender until acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such amount is payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of Dollars in immediately available funds, and the Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective Rate for amounts so received by it from the first three Business Days and thereafter at Revolving Lenders. The Administrative Agent shall notify the Alternative Base Rate. Promptly following its receipt Borrower of any payment participations in any Swingline Loan acquired pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each Lender the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that has acquired shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this paragraph shall not relieve the Borrower of such paymentits obligation for the payment thereof in full, notwithstanding any Default or Event of Default that may exist.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans then outstanding. Such notice shall specify the aggregate amount thereof together with accrued interest thereonof Swingline Loans in which Revolving Lenders will participate and the Major Currency in which such Swingline Loans are denominated. To the extent the Lenders have made such amounts available to the Administrative Agent as provided Section 2.3Promptly upon receipt of notice under this paragraph, the Administrative Agent will make the aggregate give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from three Business Days after the date of receipt of such amount is required notice with respect to be made available Swingline Loans denominated in a Major Currency other than Dollars and on the date of the receipt of such notice with respect to Swingline Loans denominated in Dollars, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of the amount of the applicable Major Currency Swingline Loan or Loans in the currency in which such Loan or Loans is denominated. Each Revolving Lender until acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such amount is payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of the applicable currency in immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective Rate for amounts so received by it from the first three Business Days Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter at payments in respect of such Swingline Loan shall be made to the Alternative Base RateAdministrative Agent and not to the Swingline Lender and shall be made by the Borrower in the currency in which such Loan is denominated. Promptly following its receipt of any payment Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender that has acquired or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this paragraph shall not relieve the Borrower of such paymentany default in the payment thereof.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 11:00 a.m., New York, New York time, on any Business Day require the Revolving Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans outstanding. Such notice shall specify the aggregate Dollar Equivalent amount thereof together with accrued interest thereon. To the extent of Swingline Loans in which the Lenders have made will participate. Promptly upon receipt of such amounts available to the Administrative Agent as provided Section 2.3notice, the Administrative Agent will make the aggregate give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender's Applicable Percentage of such amounts available Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender's Applicable Percentage of the Dollar Equivalent amount of the principal outstanding in connection with such Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in 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 Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided that (i) the obligations of a Revolving Lender to fund its participation in a Swingline Loan may be subject to avoidance by a Revolving Lender if such Revolving Lender proves that the Swingline Lender in like funds as received by knew (or with the Administrative Agent. In exercise of care should have known) that the event any such Lender fails to make available conditions to the Administrative Agent making of the amount Swingline Loan were not satisfied and (ii) a Revolving Lender shall not have an obligation to acquire or fund a participation in Swingline Loans if that obligation of such Lender’s participation the Revolving Lender has been terminated or assigned to another Person in accordance with Section 2.10(c) or Section 8.04. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Swingline Lender (as provided in this Section 2.2.5finally determined by a court of competent jurisdiction), the Swingline Lender shall be entitled deemed to recover such amount on demand from such Lenderhave exercised care. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of Dollars in immediately available funds, together with interest thereon for each day from and the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective Rate for amounts so received by it from the first three Business Days and thereafter at Revolving Lenders. Upon the Alternative Base Ratefunding of a participation under this clause (c) in any Euro Loan or Australian Dollar Loan, the portion of such Loans so funded shall be converted to Dollar Swingline Loans accruing interest as ABR Loans but JPMorgan's Applicable Percentage of such Loans shall remain as a Euro Loan or an Australian Dollar Loan. Promptly following its receipt The Administrative Agent shall notify the Borrower of any payment participations in any Swingline Loan acquired pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each Lender the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that has acquired shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this paragraph shall not relieve the Borrower of such paymentits obligation for the payment thereof in full, notwithstanding any Default or Event of Default that may exist.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 12:00 noon, Dallas, Texas time, on any Business Day require the Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans outstanding. Such notice shall specify the aggregate amount thereof together with accrued interest thereonof Swingline Loans in which Lenders will participate. To the extent the Lenders have made Promptly upon receipt of such amounts available to the Administrative Agent as provided Section 2.3notice, the Administrative Agent will make the aggregate give notice thereof to each Lender, specifying in such notice such Lender’s Revolving Credit Percentage of such amounts available Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available pay to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender, such Lender’s Revolving Credit Percentage of such Swingline Loan or Loans. Each Lender until acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.04(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such amount is payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this Section 2.04(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective Rate for amounts so received by it from the first three Business Days Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this Section 2.04(c), and thereafter at payments in respect of such Swingline Loan shall be made to the Alternative Base RateAdministrative Agent and not to the Swingline Lender. Promptly following its receipt of any payment Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this Section 2.04(c) and to the Swingline Lender, as their interests may appear; provided, that, any such payment so remitted shall be repaid to the Swingline Lender that has acquired or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this Section 2.04(c) shall not relieve the Borrower of such paymentany default in the payment thereof.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans then outstanding. Such notice shall specify the aggregate amount thereof together with accrued interest thereonof Swingline Loans in which Lenders will participate and the Major Currency in which such Swingline Loans are denominated. To the extent the Lenders have made such amounts available to the Administrative Agent as provided Section 2.3Promptly upon receipt of notice under this paragraph, the Administrative Agent will make the aggregate give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from three Business Days after the date of receipt of such amount is required notice with respect to be made available Swingline Loans denominated in a Major Currency other than Dollars and on the date of the receipt of such notice with respect to Swingline Loans denominated in Dollars, to pay to the Administrative Agent, for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Effective Rate for the first three Business Days and thereafter at the Alternative Base Rate. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline LoanLender, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Applicable Percentage of the amount of the applicable Major Currency Swingline Loan or Loans in the currency in which such paymentLoan or Loans is denominated. Each Lender acknowledges and agrees that its obligation to acquire participations in 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 Lender shall comply with its obligation under this paragraph by wire transfer of the applicable currency in immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender and shall be made by the Borrower in the currency in which such Loan is denominated. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., (New York City time), on any Business Day require the Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans outstanding. Such notice shall specify the aggregate currency and amount thereof together with accrued interest thereonof Swingline Loans in which Lenders will participate. To the extent the Lenders have made Promptly upon receipt of such amounts available to the Administrative Agent as provided Section 2.3notice, the Administrative Agent will make the aggregate give notice thereof to each applicable Lender, specifying in such notice such Lender’s Ratable Share of such amounts available Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to the Swingline Lender in like funds as received by pay to the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender, such Xxxxxx’s Ratable Share of such Swingline Loan or Loans. Each Lender until acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such amount is payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(a) with respect to Advances made by such Xxxxxx (and Section 2.02(a) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective Rate for amounts so received by it from the first three Business Days Lenders. The Administrative Agent shall notify the Company in writing of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter at payments in respect of such Swingline Loan shall be made to the Alternative Base RateAdministrative Agent and not to the Swingline Lender. Promptly following its receipt of Any amounts received by the Swingline Lender from any payment by Borrower (or other party on behalf of the Borrower any Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender that has acquired or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to such Borrower (or such other Person) for any reason. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this paragraph shall not relieve any Borrower of such paymentany default in the payment thereof.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., Dallas, Texas time, on any Business Day require the Revolving Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans outstanding. Such notice shall specify the Dollar Equivalent of the aggregate amount thereof together with accrued interest thereon. To the extent of Swingline Loans in which the Lenders have made will participate. Promptly upon receipt of such amounts available to the Administrative Agent as provided Section 2.3notice, the Administrative Agent will make the aggregate give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such amounts available Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to the Swingline Lender in like funds as received by pay to the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of the Dollar Equivalent of the principal amount outstanding in connection with such Swingline Loans. Each Revolving Lender until acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such amount is payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of Dollars in immediately available funds, and the Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective amounts so received by it from the Revolving Lenders. Upon the funding of a participation under this clause (c) in any Alternative Currency Loan, the portion of such Loans so funded shall be converted to Dollar Swingline Loans accruing interest as Base Rate for Loans, but Bank of America’s Applicable Percentage of such Loans shall remain as an Alternative Currency Loan. The Administrative Agent shall notify the first three Business Days and thereafter at the Alternative Base Rate. Promptly following its receipt Borrower of any payment participations in any Swingline Loan acquired pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each Lender the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that has acquired shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this paragraph shall not relieve the Borrower of such paymentits obligation for the payment thereof in full, notwithstanding any Default or Event of Default that may exist.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans then outstanding. Such notice shall specify the aggregate amount thereof together with accrued interest thereonof Swingline Loans in which Lenders will participate and the Major Currency in which such Swingline Loans are denominated. To the extent the Lenders have made such amounts available to the Administrative Agent as provided Section 2.3Promptly upon receipt of notice under this paragraph, the Administrative Agent will make the aggregate give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from three Business Days after the date of receipt of such amount is required notice with respect to be made available Swingline Loans denominated in a Major Currency other than dollars and on the date of the receipt of such notice with respect to Swingline Loans denominated in dollars, to pay to the Administrative Agent, for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Effective Rate for the first three Business Days and thereafter at the Alternative Base Rate. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline LoanLender, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Applicable Percentage of the amount of the applicable Major Currency Swingline Loan or Loans in the currency in which such paymentLoan or Loans is denominated. Each Lender acknowledges and agrees that its obligation to acquire participations in 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 Lender shall comply with its obligation under this paragraph by wire transfer of the applicable currency in immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender and shall be made by the Borrower in the currency in which such Loan is denominated. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Lender Participation in Swingline Loans. If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2.4 in an amount sufficient to repay any amounts owed to the The Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a may by written notice on behalf of the Borrower as provided for hereinabove, each Lender, upon one Business Day’s prior notice from the Swingline Lender, shall fund its risk participation in such outstanding Swingline Loans by making available given to the Administrative Agent an amount equal not later than 10:00 a.m., (New York City time), on any Business Day require the Lenders to its Applicable Percentage acquire participations on such Business Day in all or a portion of the unpaid Swingline Loans outstanding. Such notice shall specify the aggregate amount thereof together with accrued interest thereonof Swingline Loans in which Lenders will participate. To the extent the Lenders have made Promptly upon receipt of such amounts available to the Administrative Agent as provided Section 2.3notice, the Administrative Agent will make the aggregate give notice thereof to each applicable Lender, specifying in such notice such Lender’s Ratable Share of such amounts available Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to the Swingline Lender in like funds as received by pay to the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2.5, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender, such Lender’s Ratable Share of such Swingline Loan or Loans. Each Lender until acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such amount is payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Swingline Loans or Advances made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender at the Federal Funds Effective Rate for amounts so received by it from the first three Business Days Lenders. The Administrative Agent shall notify the Borrower in writing of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter at payments in respect of such Swingline Loan shall be made to the Alternative Base RateAdministrative Agent and not to the Swingline Lender. Promptly following its receipt of any payment Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower Borrower) in respect of a Swingline Loan, Loan after receipt by the Swingline Lender will pay of the proceeds of a sale of participations therein shall be promptly remitted to each the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender that has acquired or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower (or such other Person) for any reason. The purchase of participations in a participation therein such Lender’s Applicable Percentage Swingline Loan pursuant to this paragraph shall not relieve the Borrower of such paymentany default in the payment thereof.