Common use of Refunding of or Participation Interest in Swing Line Loans Clause in Contracts

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02.

Refunding of or Participation Interest in Swing Line Loans. (ia) Each On any Floor Plan Adjustment Date and upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Lender may by Bank in its sole and absolute discretion (subject, and in addition to, ordinary course settlements as set forth in Section 2.4(d)) may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written notice given (including via fax) request to the Administrative Agent require Floor Plan Agent, requesting the Revolving Credit Floor Plan Lenders to acquire participations in all or a portion of its (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans outstanding. Such notice shall specify in an amount equal to the aggregate outstanding principal amount of such the Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to accordance with each Revolving Credit Lender, specifying in such notice such Revolving Credit Floor Plan Lender’s Applicable Revolving Credit Percentage respective Pro Rata Share of such Floor Plan Loan Commitments (including the portion thereof which constitutes the Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Minimum Amount but excluding Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans Overdraft Loans). Such loans (the “Refunded Swing Line Loans”); provided, howevershall accrue interest at (i) the Comerica Prime-based Rate, that if requested upon the occurrence of an Event of Default, or (ii) the LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Borrowers’ option, if requested on any Floor Plan Adjustment Date. The Refunded Swing Line Loans carried shall be made immediately in respect of Swing Line Loans as of the day following the last day of the Applicable Interest Period in respect of Swing Line Loans accruing interest at the Quoted Rate which are refunded with Revolving Credit Rate; provided that no such request shall require any Floor Plan Lender to make Floor Plan Loans at in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request of the applicable Swing Line Lender at a time when no Default or is made. Unless an Event of Default has occurred and is continuing continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.02 5.10, and no losses, costs or expenses may be assessed by such the Swing Line Lender Bank against the applicable Floor Plan Borrower or the Revolving Credit other Floor Plan Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or (iSection 11.3(g) shall have occurred (in which event the procedures of Section 2.08(e)(ii4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Floor Plan Loan are then satisfied (but subject to Section 2.08(e)(iii))satisfied, each Revolving Credit Floor Plan Lender shall upon request by the Agent in the manner specified in Section 2.4 make the proceeds of its Revolving Credit Floor Plan Loan available to the Administrative Floor Plan Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02Bank.

Refunding of or Participation Interest in Swing Line Loans. (ia) Each On any Floor Plan Adjustment Date or upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Lender may by Bank in its sole and absolute discretion (subject, and in addition to, ordinary course settlements as set forth in Section 2.4(d)) may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written notice given (including via fax) request to the Administrative Agent require Floor Plan Agent, requesting the Revolving Credit Floor Plan Lenders to acquire participations in all or a portion of its (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans outstanding. Such notice shall specify in an amount equal to the aggregate outstanding principal amount of such the Swing Line Loans in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments (including the portion thereof which Revolving Credit Lenders will participateconstitutes the Swing Line Minimum Amount but excluding Swing Line Overdraft Loans). Promptly upon Upon receipt of such noticerequest, the Administrative Floor Plan Agent will give shall promptly provide notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay request to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans Floor Plan Lenders. Such loans (the “Refunded Swing Line Loans”); provided) shall accrue interest at (i) the Comerica Prime-based Rate, howeverif requested upon the occurrence of an Event of Default, that or (ii) the Swing Line Loans carried LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Quoted Rate which are refunded with Revolving Credit Borrowers’ option, if requested on any Floor Plan Adjustment Date. Notwithstanding anything to the contrary contained herein, no such request shall require any Floor Plan Lender to make Floor Plan Loans at in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request of the applicable Swing Line Lender at a time when no Default or is made. Unless an Event of Default has occurred and is continuing continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.02 5.10, and no losses, costs or expenses may be assessed by such the Swing Line Lender Bank against the applicable Floor Plan Borrower or the Revolving Credit other Floor Plan Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or (iSection 11.3(g) shall have occurred (in which event the procedures of Section 2.08(e)(ii4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Floor Plan Loan are then satisfied (but subject to Section 2.08(e)(iii))satisfied, each Revolving Credit Floor Plan Lender shall within two (2) Business Days following receipt of notice from the Floor Plan Agent make the proceeds of its Revolving Credit Floor Plan Loan available to the Administrative Floor Plan Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02Bank.

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to The Administrative Agent, at any time in its sole and absolute discretion, may, in each case on behalf of the Borrower (which hereby irrevocably directs the Administrative Agent require to act on their behalf) request each of the Revolving Credit Lenders to acquire participations in all or a portion of its (including the Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans Lender in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each its capacity as a Revolving Credit Lender) to make a Revolving Credit Loan to the Borrower, specifying in such notice an amount equal to such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such the aggregate principal amount of the Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from Loans outstanding on the Administrative Agent (and in any event, if date such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans given (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 6.02 and no losses, costs or expenses may be assessed by such the Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii)) hereof, the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h11.01(h) or (i) hereof shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) hereof prior to 11:00 a.m. (New York Detroit time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.026.02 hereof.

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means shall mean no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii)) hereof, the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) hereof shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) hereof prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.025.02 hereof.

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02.

Refunding of or Participation Interest in Swing Line Loans. (i) Each The Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means shall mean no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line LenderLenders, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) hereof shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) hereof prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02.

Refunding of or Participation Interest in Swing Line Loans. (a) On the first Floor Plan Adjustment Date of any month or upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Bank in its sole and absolute discretion may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written (including via facsimile) request to the Floor Plan Agent, requesting the Floor Plan Lenders (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans in an amount equal to the outstanding principal amount of the Swing Line Loans (excluding (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participatethe amount of the Offset Amount and (ii) Swing Line Overdraft Loans) in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments. Promptly upon Upon receipt of such noticerequest, the Administrative Floor Plan Agent will give shall promptly provide notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay request to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans Floor Plan Lenders. Such loans (the “Refunded Swing Line Loans”); provided) shall accrue interest at (i) the Comerica Prime-based Rate, howeverif requested upon the occurrence of an Event of Default, that or (ii) the Swing Line Loans carried LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Quoted Rate which are refunded with Revolving Credit Borrowers’ option, if requested on any such Floor Plan Adjustment Date. Notwithstanding anything to the contrary contained herein, no such request shall require any Floor Plan Lender to make Floor Plan Loans at in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request of the applicable Swing Line Lender at a time when no Default or is made. Unless an Event of Default has occurred and is continuing continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.02 5.10, and no losses, costs or expenses may be assessed by such the Swing Line Lender Bank against the applicable Floor Plan Borrower or the Revolving Credit other Floor Plan Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or (iSection 11.3(g) shall have occurred (in which event the procedures of Section 2.08(e)(ii4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Floor Plan Loan are then satisfied (but subject to Section 2.08(e)(iii))satisfied, each Revolving Credit Floor Plan Lender shall within two (2) Business Days following receipt of notice from the Floor Plan Agent make the proceeds of its Revolving Credit Floor Plan Loan available to the Administrative Floor Plan Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02Bank.