Common use of Refunding Unpaid Swingline Loans Clause in Contracts

Refunding Unpaid Swingline Loans. If (x) the Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII, the Swingline Lender (or the Agent on its behalf) may, by notice to the Lenders (including the Swingline Lender, in its capacity as a Lender), require each Lender to pay to the Swingline Lender an amount equal to such Lender’s Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender shall pay the amount so notified to it to the Swingline Lender at its address specified in or pursuant to Section 11.3, in federal or other funds immediately available in New York, New York. The amount so paid by each Lender shall constitute a Base Rate Advance to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewith; provided that, if the Lenders are prevented from making such Base Rate Revolving Credit Advances to the Borrowers by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation. Each Lender’s obligation to make such payment or to purchase such participation under this subsection shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender or the Borrowers, (2) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Person, (4) any breach of this Agreement by any party hereto or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding Unpaid Swingline Loans. If The Swingline Lender, at any time and from time to time in its sole and absolute discretion, but not less frequently than weekly, and immediately if (x) the Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII, shall on behalf of Borrower (and Borrower hereby irrevocably authorizes the Swingline Lender (or the Agent to so act on its behalf) may, by notice to the Revolving Lenders (including the Swingline Lender, in its capacity as a Lender), require each Revolving Lender to pay to the Swingline Lender an amount equal to such Revolving Lender’s Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Revolving Lender shall pay the amount so notified to it to the Swingline Lender at its address specified in or pursuant to Section 11.3, in federal or other funds immediately available in New York, New York. The amount so paid by each Revolving Lender shall constitute a Base Rate Advance to the Borrowers Borrower and each Revolving Lender hereby irrevocably agrees (absent gross negligence or willful misconduct of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewith; provided that, if the Revolving Lenders are prevented from making such Base Rate Revolving Credit Advances to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Revolving Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers Borrower in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation. Each Lender’s obligation to make such payment or to purchase such participation under this subsection shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender or the BorrowersBorrower, (2) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4) any breach of this Agreement by any party hereto or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding Unpaid Swingline Loans. If (xi) the Swingline Loans are not paid in full on the Swingline Maturity Date or (yii) the Swingline Loans become immediately due and payable pursuant to Article VIIISection 6.01, the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Lenders (including the Swingline LenderBank, in its capacity as a Lender), require each Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s 's Commitment Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided that, if the Lenders are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each Lender’s 's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (h) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender Bank or the BorrowersBorrower, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by the Borrower or any other party hereto or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Lender shall be obligated to make any payment to the Swingline Bank under this subsection (h) with respect to a Swingline Loan made by the Swingline Bank at a time when it knew that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (x) the Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII9, the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Revolving Credit Lenders (including the Swingline LenderBank, in its capacity as a Revolving Credit Lender), require each Revolving Credit Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s 's Revolving Credit Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City timeEastern Time) on the date so specified, each Revolving Credit Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified in or pursuant to Section 11.312.01, in federal Federal or other funds immediately available in New YorkCharlotte, New YorkNorth Carolina. The amount so paid by each Revolving Credit Lender shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided that, if the Revolving Credit Lenders are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Revolving Credit Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) payment at the time any purchase rate specified in the last sentence of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participationSection 2.08(e). Each Revolving Credit Lender’s 's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or any other Person may have against the Swingline Lender Bank or the BorrowersBorrower, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4) iv any breach of this Agreement by any party hereto (other than the Swingline Bank) or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Revolving Credit Lender shall be obligated to make any payment to the Swingline Bank under this subsection with respect to a Swingline Loan made by the Swingline Bank at a time when it had determined that any applicable condition precedent set forth in clause (c) or (d) of Section 3.02 was not satisfied.

Refunding Unpaid Swingline Loans. If (x) At any time after the Swingline Loans are not paid in full on Bank makes a Swingline Loan to the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIIIBorrower, the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Tranche I Revolving Lenders (including the Swingline LenderBank, in its capacity as a Tranche I Revolving Lender), require each Tranche I Revolving Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s Tranche I Revolving Commitment Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Tranche I Revolving Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New Yorkat such address. The amount so paid by each Tranche I Revolving Lender shall constitute a Base Rate Advance Tranche I Revolving Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided that, if the Tranche I Revolving Lenders are prevented from making such Base Rate Tranche I Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Tranche I Revolving Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) payment at the time any purchase rate specified in the last sentence of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participationSection 2.15(e). Each Tranche I Revolving Lender’s obligation to make such payment or to purchase such participation the Swingline Bank under this subsection shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Tranche I Revolving Lender or any other Person may have against the Swingline Lender Bank, the Borrower or the Borrowersany other Person, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Tranche I Revolving Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by any party hereto (other than the Swingline Bank) or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Swingline Bank shall be entitled to recover any and all actual losses and damages (including, without limitation, reasonable attorneys’ fees) from any Lender failing to make any such payment to the Swingline Lender. The Swingline Bank may set off the obligations of a Lender under this paragraph against any distributions or payments in respect of the Loans which the Swingline Bank would otherwise make available to such Lender at any time.

Refunding Unpaid Swingline Loans. If (xi) the Swingline Loans are not paid in full on the Swingline Maturity Date or (yii) the Swingline Loans become immediately due and payable pursuant to Article VIIISection 6.01, the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Lenders (including the Swingline LenderBank, in its capacity as a Lender), require each Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s 's Commitment Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided PROVIDED that, if the Lenders are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each Lender’s 's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (h) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender Bank or the BorrowersBorrower, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by the Borrower or any other party hereto or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED that no Lender shall be obligated to make any payment to the Swingline Bank under this subsection (h) with respect to a Swingline Loan made by the Swingline Bank at a time when it knew that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (x) the The Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII, the Swingline Lender (or the Agent on its behalf) mayBank may at any time, by notice to the Lenders Banks (including the Swingline LenderBank, in its capacity as a LenderBank), require each Lender Bank to pay to the Swingline Lender Bank an amount equal to such LenderBank’s Percentage Pro Rata Share of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender Bank shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender Bank shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithCompany; provided that, if the Lenders Banks are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Company by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender Bank shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each LenderBank’s obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (f) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against the Swingline Lender Bank or the BorrowersCompany, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Company or any other Person, (4iv) any breach of this Agreement by any party hereto Obligor or any other Bank or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Bank shall be obligated to make any payment to the Swingline Bank under this subsection (f) with respect to a Swingline Loan made by the Swingline Bank at a time when the Swingline Bank has determined that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (x) the The Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII, the Swingline Lender (or the Agent on its behalf) mayBank may at any time, by notice to the Lenders Banks (including the Swingline LenderBank, in its capacity as a LenderBank), require each Lender Bank to pay to the Swingline Lender Bank an amount equal to such Lender’s Percentage Bank's Pro Rata Share of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender Bank shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender Bank shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided that, if the Lenders Banks are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender Bank shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each Lender’s Bank's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (f) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against the Swingline Lender Bank or the BorrowersBorrower, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by the Borrower or any party hereto other Bank or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Bank shall be obligated to make any payment to the Swingline Bank under this subsection (f) with respect to a Swingline Loan made by the Swingline Bank at a time when the Swingline Bank has determined that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (xi) the Swingline Loans are not paid in full on the Swingline Maturity Date or (yii) the Swingline Loans become immediately due and payable pursuant to Article VIIISection 6.01, the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Lenders (including the Swingline LenderBank, in its capacity as a Lender), require each Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s Commitment Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided that, if the Lenders are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each Lender’s obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (h) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender Bank or the BorrowersBorrower, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by the Borrower or any other party hereto or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Lender shall be obligated to make any payment to the Swingline Bank under this subsection (h) with respect to a Swingline Loan made by the Swingline Bank at a time when it knew that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (x) the Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII8, the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Lenders (including the Swingline LenderBank, in its capacity as a Lender), require each Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s 's Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Business Day after such notice is given. Not later than 12:00 Noon (New York City timeEastern Time) on the date so specified, each Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified in or pursuant to Section 11.311.01, in federal Federal or other funds immediately available in New York, New York. The amount so paid by each Lender shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided that, if the Lenders are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) payment at the time any purchase rate specified in the last sentence of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participationSection 2.08(e). Each Lender’s 's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender Bank or the BorrowersBorrower, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by any party hereto (other than the Swingline Bank) or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Lender shall be obligated to make any payment to the Swingline Bank under this subsection with respect to a Swingline Loan made by the Swingline Bank at a time when it had determined that any applicable condition precedent set forth in clause (ii) or (iii) of Section 3.02 was not satisfied.

Refunding Unpaid Swingline Loans. If (xi) the Swingline Loans are not paid in full on the Swingline Maturity Date or (yii) the Swingline Loans become immediately due and payable pursuant to Article VIIISection 6.01, the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Lenders (including the Swingline LenderBank, in its capacity as a Lender), require each Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s 's Commitment Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided PROVIDED that, if the Lenders are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each Lender’s 's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (h) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender Bank or the BorrowersBorrower, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by the Borrower or any other party hereto or (5v) any other circumstance, happening or 37 event whatsoever, whether or not similar to any of the foregoing; PROVIDED that no Lender shall be obligated to make any payment to the Swingline Bank under this subsection (h) with respect to a Swingline Loan made by the Swingline Bank at a time when it knew that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (x) the Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII, the Swingline Lender (or the Agent on its behalf) may, by notice to the Lenders (including the Swingline Lender, in its capacity as a Lender), require each Lender to pay to the Swingline Lender an amount equal to such Lender’s 's Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender shall pay the amount so notified to it to the Swingline Lender at its address specified in or pursuant to Section 11.3, in federal or other funds immediately available in New York, New York. The amount so paid by each Lender shall constitute a Base Rate Advance to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 3.4. as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewith; provided that, if the Lenders are prevented from making such Base Rate Revolving Credit Advances to the Borrowers by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation. Each Lender’s 's obligation to make such payment or to purchase such participation under this subsection shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender or the Borrowers, (2) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Person, (4) any breach of this Agreement by any party hereto or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding Unpaid Swingline Loans. If (x) the The Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII, the Swingline Lender (or the Agent on its behalf) mayBank may at any time, by notice to the Lenders Banks (including the Swingline LenderBank, in its capacity as a LenderBank), require each Lender Bank to pay to the Swingline Lender Bank an amount equal to such Lender’s Percentage Bank's Pro Rata Share of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender Bank shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender Bank shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithCompany; provided that, if the Lenders Banks are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Company by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender Bank shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each Lender’s Bank's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (f) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against the Swingline Lender Bank or the BorrowersCompany, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Company or any other Person, (4iv) any breach of this Agreement by any party hereto Obligor or any other Bank or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Bank shall be obligated to make any payment to the Swingline Bank under this subsection (f) with respect to a Swingline Loan made by the Swingline Bank at a time when the Swingline Bank has determined that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (x) the The Swingline Loans are not paid in full on the Swingline Maturity Date or (y) the Swingline Loans become immediately due and payable pursuant to Article VIII, the Swingline Lender (or the Agent on its behalf) mayBank may at any time, by notice to the Lenders Revolver Banks (including the Swingline LenderBank, in its capacity as a LenderRevolver Bank), require each Lender Revolver Bank to pay to the Swingline Lender Bank an amount equal to such LenderRevolver Bank’s Percentage Revolver Pro Rata Share of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Lender Revolver Bank shall pay the amount so notified to it to the Swingline Lender Bank at its address specified referred to in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New YorkYork City. The amount so paid by each Lender Revolver Bank shall constitute a Revolver Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithCompany; provided that, if the Lenders Revolver Banks are prevented from making such Base Rate Revolving Credit Advances Revolver Loans to the Borrowers Company by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Lender Revolver Bank shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans (and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participation). Each LenderRevolver Bank’s obligation to make such payment or to purchase such participation the Swingline Bank under this subsection (f) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Lender Revolver Bank or any other Person may have against the Swingline Lender Bank or the BorrowersCompany, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Company or any other Person, (4iv) any breach of this Agreement by any party hereto Obligor or any other Bank or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Revolver Bank shall be obligated to make any payment to the Swingline Bank under this subsection (f) with respect to a Swingline Loan made by the Swingline Bank at a time when the Swingline Bank has determined that a Default had occurred and was continuing.

Refunding Unpaid Swingline Loans. If (x) the Swingline Loans are not paid in full on the Swingline Maturity Date Date, (y) the Swingline Commitment is terminated (whether pursuant to Section 2.15(j), Article 6 or otherwise) or (yz) the Swingline Loans become immediately due and payable (whether pursuant to Section 2.15(g), Article VIII6 or otherwise), the Swingline Lender Bank (or the Administrative Agent on its behalf) may, by notice to the Revolving Lenders (including the Swingline LenderBank, in its capacity as a Revolving Lender), require each Revolving Lender to pay to the Swingline Lender Bank an amount equal to such Lender’s 's Revolving Commitment Percentage of the aggregate unpaid principal amount of the Swingline Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Revolving Lender shall pay the amount so notified to it to the Swingline Lender Bank at its address specified in or pursuant to Section 11.39.01, in federal Federal or other funds immediately available in New York, New Yorkat such address. The amount so paid by each Revolving Lender shall constitute a Base Rate Advance Loan to the Borrowers and each Lender hereby irrevocably agrees (absent gross negligence of the Swingline Lender as determined by a court of competent jurisdiction) to the making of such Base Rate Advance notwithstanding (i) the amount of such Advance may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.1 or 3.2 as applicable, are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1, (v) the date of such mandatory Advance or (vi) any reduction in the Revolving Credit Commitments or termination of the Revolving Credit Commitments immediately prior to such mandatory Advance contemporaneously therewithBorrower; provided that, if the Revolving Lenders are prevented from making such Base Rate Revolving Credit Advances Loans to the Borrowers Borrower by the provisions of the United States Bankruptcy Code or otherwise, the amount so paid by each Revolving Lender shall constitute a purchase by it of a participation in the unpaid principal amount of the Swingline Loan Loans and interest accruing thereon after the date of such payment; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased and (y) payment at the time any purchase rate specified in the last sentence of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrowers in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to, but excluding, the date of payment for such participationSection 2.15(e). Each Revolving Lender’s 's obligation to make such payment or to purchase such participation the Swingline Bank under this subsection shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender Bank, the Borrower or the Borrowersany other Person, (2ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments, (3iii) any adverse change in the condition (financial or otherwise) of the Borrowers Borrower or any other Person, (4iv) any breach of this Agreement by any party hereto (other than the Swingline Bank) or (5v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Revolving Lender shall be obligated to make any payment to the Swingline Bank under this subsection with respect to a Swingline Loan made by the Swingline Bank at a time when it had determined that any applicable condition precedent set forth in Section 3.02(c) or 3.02(d) was not satisfied. The Swingline Bank shall be entitled to recover any and all actual losses and damages (including, without limitation, reasonable attorneys' fees) from any Lender failing to make any such payment to the Swingline Lender. The Swingline Bank may set off the obligations of a Lender under this paragraph against any distributions or payments in respect of the Loans which the Swingline Bank would otherwise make available to such Lender at any time.