Participations in Swing Loans. (a) Each Multi-Currency Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing 39 364-Day Revolving Credit Agreement Funding Notice for any Euro Swing Loan or Foreign Currency Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Euro Swing Loan or Foreign Currency Swing Loan in an amount equal to its Multi-Currency Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such Euro Swing Loan or Foreign Currency Swing Loan. Each Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any U.S. Swing Loan, required to fund (or to cause an Affiliate to fund) its participation in, such outstanding U.S. Swing Loan in an amount equal to its Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such U.S. Swing Loan. Notwithstanding the foregoing, the aggregate Total Outstandings held by any Lender (whether directly or by participation) shall not exceed such Lender’s Multi-Currency Revolving Commitment or Dollar Revolving Commitment, as the case may be. (b) The Administrative Agent shall promptly notify each applicable Revolving Lender of its receipt of a Swing Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each applicable Revolving Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each applicable Swing Lender an amount in the applicable Agreed Currency and in Same Day Funds equal to its applicable share of all outstanding Swing Loans of such Swing Lender (it being understood that no Revolving Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Revolving Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three Business Days) after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Revolving Lender’s obligations to fund such participations, from such date to the date such Revolving Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period. (c) From and after the date on which the Administrative Agent has received a Swing Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all applicable Revolving Lenders in accordance with their applicable shares (i.e., giving effect to the funding of participations pursuant to this Section 2.24), except that the applicable share of such funds of any applicable Revolving Lender that has not funded its participations as provided herein shall be retained by such Swing Lender. (d) If the Administrative Agent or any Swing Lender is required at any time to return to any Borrower, or to a trustee, receiver, liquidator or custodian or any official in any bankruptcy or 40 364-Day Revolving Credit Agreement insolvency proceeding, any portion of any payment made by such Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each applicable Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its applicable share of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period. (e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all applicable Revolving Lenders as provided herein so long as such method does not materially disadvantage any Lender. (f) Each applicable Revolving Lender’s obligation to purchase participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against any other Lender, any Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by any Borrower or any other Lender, (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) Notwithstanding the provisions of clause (f) above, no Revolving Lender shall be required to purchase a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the applicable Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Revolving Lender to purchase such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Revolving Lenders, as applicable).
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Participations in Swing Loans. (a) Each Multi-Currency Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing 39 364-Day Revolving Credit Agreement Funding Notice for any Euro Swing Loan or Foreign Currency Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Euro Swing Loan or Foreign Currency Swing Loan in an amount equal to its Multi-Currency Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such Euro Swing Loan or Foreign Currency Swing Loan. Each Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any U.S. Swing Loan, required to fund (or to cause an Affiliate to fund) its participation in, such outstanding U.S. Swing Loan in an amount equal to its Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such U.S. Swing Loan. Notwithstanding the foregoing, the aggregate Total Outstandings held by any Lender (whether directly or by participation) shall not exceed such Lender’s Multi-Currency Revolving Commitment or Dollar Revolving Commitment, as the case may be.
(b) The Administrative Agent shall promptly notify each applicable Revolving Lender of its receipt of a Swing Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each applicable Revolving Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each applicable Swing Lender an amount in the applicable Agreed Currency and in Same Day Funds equal to its applicable share of all outstanding Swing Loans of such Swing Lender (it being understood that no Revolving Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Revolving Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three Business Days) after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Revolving Lender’s obligations to fund such participations, from such date to the date such Revolving Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period.
(c) From and after the date on which the Administrative Agent has received a Swing Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all applicable Revolving Lenders in accordance with their applicable shares (i.e., giving effect to the funding of participations pursuant to this Section 2.24), except that the applicable share of such funds of any applicable Revolving Lender that has not funded its participations as provided herein shall be retained by such Swing Lender.
(d) If the Administrative Agent or any Swing Lender is required at any time to return to any Borrower, or to a trustee, receiver, liquidator or custodian or any official in any bankruptcy or 40 364-Day Revolving Credit Agreement insolvency proceeding, any portion of any payment made by such Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each applicable Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its applicable share of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period.
(e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all applicable Revolving Lenders as provided herein so long as such method does not materially disadvantage any Lender.
(f) Each applicable Revolving Lender’s obligation to purchase participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against any other Lender, any Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by any Borrower or any other Lender, (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(g) Notwithstanding the provisions of clause (f) above, no Revolving Lender shall be required to purchase a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the applicable Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Revolving Lender to purchase such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Revolving Lenders, as applicable).
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Participations in Swing Loans. (a) Each Multi-Currency Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing 39 364-Day Revolving Credit Agreement Funding Notice for any Euro Swing Loan or Foreign Currency Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Euro Swing Loan or Foreign Currency Swing Loan in an amount equal to its Multi-Currency Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such Euro Swing Loan or Foreign Currency Swing Loan. Each Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any U.S. Swing Loan, required to fund (or to cause an Affiliate to fund) its participation in, such outstanding U.S. Swing Loan in an amount equal to its Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such U.S. Swing Loan. Notwithstanding the foregoing, the aggregate Total Outstandings held by any Lender (whether directly or by participation) shall not exceed such Lender’s Multi-Currency Revolving Commitment or Dollar Revolving Commitment, as the case may be.
(b) The Administrative Agent shall promptly notify each applicable Revolving Lender of its receipt of a Swing Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each applicable Revolving Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each applicable Swing Lender an amount in the applicable Agreed Currency and in Same Day Funds equal to its applicable share of all outstanding Swing Loans of such Swing Lender (it being understood that no Revolving Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Revolving Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three Business Days) after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Revolving Lender’s obligations to fund such participations, from such date to the date such Revolving Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period.
(c) From and after the date on which the Administrative Agent has received a Swing Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all applicable Revolving Lenders in accordance with their applicable shares (i.e., giving effect 2315953_6.doc 41 364-Day Revolving Credit Agreement to the funding of participations pursuant to this Section 2.24), except that the applicable share of such funds of any applicable Revolving Lender that has not funded its participations as provided herein shall be retained by such Swing Lender.
(d) If the Administrative Agent or any Swing Lender is required at any time to return to any Borrower, or to a trustee, receiver, liquidator or custodian or any official in any bankruptcy or 40 364-Day Revolving Credit Agreement insolvency proceeding, any portion of any payment made by such Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each applicable Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its applicable share of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period.
(e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all applicable Revolving Lenders as provided herein so long as such method does not materially disadvantage any Lender.
(f) Each applicable Revolving Lender’s obligation to purchase participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against any other Lender, any Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by any Borrower or any other Lender, (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(g) Notwithstanding the provisions of clause (f) above, no Revolving Lender shall be required to purchase a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the applicable Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Revolving Lender to purchase such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Revolving Lenders, as applicable).
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Participations in Swing Loans. (a) Each Multi-Currency Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing 39 364-Day Revolving Credit Agreement Funding Notice for any Euro Swing Loan or Foreign Currency Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Euro Swing Loan or Foreign Currency Swing Loan in an amount equal to its Multi-Currency Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such Euro Swing Loan or Foreign Currency Swing Loan. Each Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any U.S. Swing Loan, required to fund (or to cause an Affiliate to fund) its participation in, such outstanding U.S. Swing Loan in an amount equal to its Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such U.S. Swing Loan. Notwithstanding the foregoing, the aggregate Total Outstandings held by any Lender (whether directly or by participation) shall not exceed such Lender’s Multi-Currency Revolving Commitment or Dollar Revolving Commitment, as the case may be.
(b) The Administrative Agent shall promptly notify each applicable Revolving Lender of its receipt of a Swing Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each applicable Revolving Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each applicable Swing Lender an amount in the applicable Agreed Currency and in Same Day Funds same day funds equal to its applicable share of all outstanding Swing Loans of such Swing Lender (it being understood that no Revolving Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Revolving Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three 37 Five-Year Revolving Credit Agreement Business Days) after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Revolving Lender’s obligations to fund such participations, from such date to the date such Revolving Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period.
(c) From and after the date on which the Administrative Agent has received a Swing Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all applicable Revolving Lenders in accordance with their applicable shares (i.e., giving effect to the funding of participations pursuant to this Section 2.24), except that the applicable share of such funds of any applicable Revolving Lender that has not funded its participations as provided herein shall be retained by such Swing Lender.
(d) If the Administrative Agent or any Swing Lender is required at any time to return to any Borrower, or to a trustee, receiver, liquidator or custodian custodian, or any official in any bankruptcy or 40 364-Day Revolving Credit Agreement insolvency proceeding, any portion of any payment made by such Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each applicable Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its applicable share of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period.
(e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all applicable Revolving Lenders as provided herein so long as such method does not materially disadvantage any Lender.
(f) Each applicable Revolving Lender’s obligation to purchase participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against any other Lender, any Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by any Borrower or any other Lender, (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(g) Notwithstanding the provisions of clause (f) above, no Revolving Lender shall be required to purchase a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the applicable Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions 38 Five-Year Revolving Credit Agreement precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Revolving Lender to purchase such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Revolving Lenders, as applicable).
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Participations in Swing Loans. (a) Each Multi-Currency Revolving Tranche B Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing 39 364-Day Revolving Credit Agreement Participation Funding Notice for any Euro Swing Loan or Foreign Currency Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Euro Swing Loan or Foreign Currency Swing Loan in an amount equal to its Multi-Currency Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such Euro Swing Loan or Foreign Currency Swing Loan. Each Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any U.S. Swing Loan, required to fund (or to cause an Affiliate to fund) its participation in, such outstanding U.S. Swing Loan in an amount equal to its Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such U.S. Swing Loan. Notwithstanding the foregoing, the aggregate Total Outstandings held by Exposure of any Lender (whether directly or by funded or unfunded participation) shall not exceed such Lender’s Multi-Currency Revolving Commitment or Dollar Revolving Tranche B Commitment, as the case may be.
(b) The Administrative Agent shall promptly notify each applicable Revolving Tranche B Lender of its receipt of a Swing Participation Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each applicable Revolving Tranche B Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each applicable Swing Lender an amount in the applicable Agreed Currency and in Same Day Funds equal to its applicable share of all outstanding Swing Loans of such Swing Lender (it being understood that no Revolving Tranche B Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Revolving Tranche B Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Revolving Tranche B Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three Business Days) Days after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Revolving Tranche B Lender’s obligations to fund such participations, from such date to the date such Revolving Tranche B Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period. Until each Tranche B Lender funds its risk participation pursuant to this Section 2.24, interest in respect of such participation shall be solely for the account of the applicable Swing Lender.
(c) From and after the date on which the Administrative Agent has received a Swing Participation Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) third Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all applicable Revolving Tranche B Lenders in accordance with their applicable shares (i.e., giving effect to the funding of participations pursuant to this Section 2.24), except that the applicable share of such funds of any applicable Revolving Tranche B Lender that has not funded its participations as provided herein shall be retained by such Swing Lender.
(d) If the Administrative Agent or any Swing Lender is required at any time to return to any Borrower, or to a trustee, receiver, liquidator or custodian or any official in any bankruptcy or 40 364-Day Revolving Credit Agreement insolvency proceeding, any portion of any payment made by such Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each applicable Revolving Tranche B Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its applicable share of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Tranche B Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period.
(e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all applicable Revolving Tranche B Lenders as provided herein so long as such method does not materially disadvantage any Lender.
(f) Each applicable Revolving Tranche B Lender’s obligation to purchase fund its participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Tranche B Lender may have against any other Lender, any Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by any Borrower or any other Lender, (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased funded or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(g) Notwithstanding the provisions of clause (f) above, no Revolving Tranche B Lender shall be required to purchase fund a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the applicable Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Revolving Tranche B Lender to purchase fund such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Revolving Tranche B Lenders, as applicable).
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Participations in Swing Loans. (a) Each Multi-Currency Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing 39 364-Day Revolving Credit Agreement Funding Notice for any Euro Swing Loan or Foreign Currency Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Euro Swing Loan or Foreign Currency Swing Loan in an amount equal to its Multi-Currency Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such Euro Swing Loan or Foreign Currency Swing Loan. Each Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any U.S. Swing Loan, required to fund (or to cause an Affiliate to fund) its participation in, such outstanding U.S. Swing Loan in an amount equal to its Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such U.S. Swing Loan. Notwithstanding the foregoing, the aggregate Total Outstandings held by any Lender (whether directly or by participation) shall not exceed such Lender’s Multi-Currency Revolving Commitment or Dollar Revolving Commitment, as the case may be.
(b) The Administrative Agent shall promptly notify each applicable Multi-Currency Revolving Lender of its receipt of a Swing Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each applicable Multi-Currency Revolving Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each applicable Swing Lender an amount in the applicable Agreed Currency and in Same Day Funds same day funds equal to its applicable share Multi-Currency Pro Rata Share of all outstanding Swing Loans of such Swing Lender (it being understood that no Multi-Currency Revolving Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Multi-Currency Revolving Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Multi-Currency Revolving Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three Business Days) after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Multi-Currency Revolving Lender’s obligations to fund such participations, from such date to the date such Multi-Currency Revolving Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period.
(c) From and after the date on which the Administrative Agent has received a Swing Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all applicable Multi-Currency Revolving Lenders in accordance with their applicable shares Multi-Currency Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 2.24), except that the applicable share Multi-Currency Pro Rata Share of such funds of any applicable Multi-Currency Revolving Lender that has not funded its participations as provided herein shall be retained by such Swing Lender.
(d) If the Administrative Agent or any Swing Lender is required at any time to return to any the Borrower, or to a trustee, receiver, liquidator or custodian custodian, or any official in any bankruptcy or 40 364-Day Revolving Credit Agreement insolvency proceeding, any portion of any payment made by such the Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each applicable Multi-Currency Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its applicable share Multi-Currency Pro Rata Share, if prior to the Conversion Date, or its Pro Rata Share, if on or after the Conversion Date, of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period.
(e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all applicable Multi-Currency Revolving Lenders as provided herein according to their Multi-Currency Pro Rata Shares so long as such method does not materially disadvantage any LenderLender or cause the Dollar Revolving Lenders to share the risks of any Swing Loans (other than as set forth in Section 8.2).
(f) Each applicable Multi-Currency Revolving Lender’s obligation to purchase participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Multi-Currency Revolving Lender may have against any other Lender, any the Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by any the Borrower or any other Lender, (d) any inability of any the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(g) Notwithstanding the provisions of clause (f) above, no Multi-Currency Revolving Lender shall be required to purchase a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the applicable Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Multi-Currency Revolving Lender to purchase such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Multi-Currency Revolving Lenders, as applicable).
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Participations in Swing Loans. (a) Each Multi-Currency Revolving Tranche B Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing 39 364-Day Revolving Credit Agreement Participation Funding Notice for any Euro Swing Loan or Foreign Currency Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Euro Swing Loan or Foreign Currency Swing Loan in an amount equal to its Multi-Currency Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such Euro Swing Loan or Foreign Currency Swing Loan. Each Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any U.S. Swing Loan, required to fund (or to cause an Affiliate to fund) its participation in, such outstanding U.S. Swing Loan in an amount equal to its Pro Rata Share (or such greater share as may be determined pursuant to Section 2.29(a)(iv)) of the amount of such U.S. Swing Loan. Notwithstanding the foregoing, the aggregate Total Outstandings held by Exposure of any Lender (whether directly or by funded or unfunded participation) shall not exceed such Lender’s Multi-Currency Revolving Commitment or Dollar Revolving Tranche B Commitment, as the case may be.
(b) The Administrative Agent shall promptly notify each applicable Revolving Tranche B Lender of its receipt of a Swing Participation Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each applicable Revolving Tranche B Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each applicable Swing Lender an amount in the applicable Agreed Currency and in Same Day Funds equal to its applicable share of all outstanding Swing Loans of such Swing Lender (it being understood that no Revolving Tranche B Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Revolving Tranche B Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Revolving Tranche B Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three Business Days) Days after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Revolving Tranche B Lender’s obligations to fund such participations, from such date to the date such Revolving Tranche B Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period.
(c) From and after the date on which the Administrative Agent has received a Swing Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all applicable Revolving Lenders in accordance with their applicable shares (i.e., giving effect to the funding of participations pursuant to this Section 2.24), except that the applicable share of such funds of any applicable Revolving Lender that has not funded its participations as provided herein shall be retained by such Swing Lender.
(d) If the Administrative Agent or any Swing Lender is required at any time to return to any Borrower, or to a trustee, receiver, liquidator or custodian or any official in any bankruptcy or 40 364-Day Revolving Credit Agreement insolvency proceeding, any portion of any payment made by such Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each applicable Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its applicable share of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period.
(e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all applicable Revolving Lenders as provided herein so long as such method does not materially disadvantage any Lender.
(f) Each applicable Revolving Lender’s obligation to purchase participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against any other Lender, any Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by any Borrower or any other Lender, (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(g) Notwithstanding the provisions of clause (f) above, no Revolving Lender shall be required to purchase a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the applicable Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Revolving Lender to purchase such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Revolving Lenders, as applicable).,
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