Common use of Repayment and Participations of Swing Line Loans Clause in Contracts

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise within three Business Days of demand therefor by the Swing Line Lender. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Address, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any Participant, the Swing Line Lender shall be entitled to recover such amount on demand from such Participant, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants to purchase a participation therein. Further, such Participant shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant failed to purchase pursuant to this Section 2.4(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Swing Line Loans shall bear interest at a rate mutually agreeable to the Swing Line Lender and the Borrower at the time of the borrowing of such Swing Line Loan, but in no event shall such rate exceed the Adjusted Base Rate. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise within three Business Days of demand therefor by the Swing Line Lender. Each repayment of a If the Borrower does not immediately notify the Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event Lender that the Borrower shall fail intends to timely otherwise repay any such Swing Line Loan, and the Borrower shall be deemed to have requested a Revolving Loan advance comprised solely of Base Rate Loans in any event upon (i) a request by the amount of such Swing Line LenderLoans; provided, (ii) however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date and on the date of the occurrence of an any Event of Default described in Section 9.1(f) or 9.1 and upon acceleration of the indebtedness hereunder and the exercise of remedies in accordance with the provisions of Section 9.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loan in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (iiii) the acceleration amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any Loan or termination of any Commitment pursuant to Section 9.2, each Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth specified in Section 5.2 are then satisfied, (iii) whether a Default or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any an Event of Default exists then exists, (iv) failure of any such request or deemed request for a Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower or any other Credit Party), then each Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such Participation Interests in the outstanding Swing Line Loans as shall be necessary to cause each such Lender to share in such Swing Line Loans ratably based upon its Revolving Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 3.4), provided that (A) all interest payable on the Swing Line Loans have been acceleratedshall be for the account of the Swing Line Lender until the date as of which the respective Participation Interest is purchased and (B) and paying at the proceeds thereof time any purchase of Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swing Line Lender at Lender, interest on the Agency Services Address, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such principal amount is not in fact made available to the Swing Line Lender by any Participant, the Swing Line Lender shall be entitled to recover such amount on demand from such Participant, together with accrued interest thereon of Participation Interests purchased for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants to purchase a participation therein. Further, such Participant shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant failed to purchase pursuant to this Section 2.4(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise within three Business Days of demand therefor by the Swing Line Lender. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each Lender other Participant shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s 's Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Address, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any Participant, the Swing Line Lender shall be entitled to recover such amount on demand from such Participant, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant does not pay such amount forthwith upon the Swing Line Lender’s 's demand therefor, and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants to purchase a participation therein. Further, such Participant shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant failed to purchase pursuant to this Section 2.4(c2.3(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon within the existence earlier of a Default or Event of Default or otherwise within three Business Days of the borrowing thereof or one Business Day after demand therefor by the Swing Line Lender. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f9.1(e) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each other Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage Pro Rata Share thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Addressaddress provided in Section 11.1, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any ParticipantLender, the Swing Line Lender shall be entitled to recover such amount on demand from such ParticipantLender, together with accrued interest thereon for each day from the date of demand thereof, at a per annum rate equal to, if paid within two Business Days of such datedemand, the Federal Funds Rate, Rate and thereafter at a rate equal to the Base Rate plus two percent (2%) per annumRate. If such Participant Lender does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant Lender makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants Lenders to purchase a participation therein. Further, such Participant Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant Lender failed to purchase pursuant to this Section 2.4(c2.3(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all each Swing Line Loans Loan immediately upon the existence of a Default or Event of Default or otherwise within on the earlier of the Revolving Maturity Date and the first date after such Swing Line Loan is made that is the 15th or last day of a calendar month and is at least three Business Days of demand therefor by the after such Swing Line LenderLoan is made; provided that on each date that a borrowing of Revolving Loans denominated in Dollars is made, the Borrower shall repay all Swing Line Loans that were outstanding on the date such borrowing was requested. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each Revolving Lender shall promptly irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Address, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any Participant, the Swing Line Lender shall be entitled to recover such amount on demand from such Participant, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants to purchase a participation therein. Further, such Participant shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant failed to purchase pursuant to this Section 2.4(c2.3(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all each Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise Loan within three one Business Days Day of demand therefor by the Swing Line LenderLender and, in any event, within ten (10) Business Days after the date the Swing Line Loan was made; provided, that the proceeds of a Swing Line Loan may not be used to pay a Swing Line Loan. Each The Swing Line Lender shall notify the Administrative Agent if it makes demand for repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request on the date on such demand is not subject to made. Notwithstanding the conditions set forth in Section 5.2. In the event that foregoing, the Borrower shall fail repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swing Line Loans on the Swing Line Maturity Date (or such earlier date as the Swing Line Lender and the Borrower may agree in writing (with notice thereof to timely repay the Administrative Agent)). In lieu of demanding repayment of any outstanding Swing Line Loan from the Borrower, each Swing Line Lender may, on behalf of the Borrower (which hereby irrevocably directs each applicable Swing Line Lender to act on its behalf for such purpose), request a borrowing of Revolving Loans that are Base Rate Loans from the Lenders in an amount equal to the principal balance of such Swing Line Loan. The amount limitations contained in Section 2.02 shall not apply to any borrowing of such Revolving Loans made pursuant to this subsection. The Swing Line Lender shall give notice to the Administrative Agent of any such borrowing of Revolving Loans not later than 12:00 p.m. on the proposed date of such borrowing. Promptly after receipt of such notice of borrowing of Revolving Loans from the Swing Line Lender under the immediately preceding sentence, and in any event upon (i) a request by the Administrative Agent shall notify each Lender of the proposed borrowing. Not later than 2:00 p.m. on the proposed date of such borrowing, each Lender will make available to the Administrative Agent at the Administrative Agent’s Office for the account of the Swing Line Lender, (ii) in immediately available funds, the occurrence proceeds of an Event the Revolving Loan to be made by such Lender. The Administrative Agent shall pay the proceeds of such Revolving Loans to the Swing Line Lender, which shall apply such proceeds to repay such Swing Line Loan. If the Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason whatsoever, including without limitation, the existence of any of the Defaults or Events of Default described in Section 9.1(fSections 7.01(g) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2h), each Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Credit Percentage in respect of its Revolving Committed Amount of such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage thereofLoan, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at Administrative Agent for the Agency Services Address, or at such other address as account of the Swing Line Lender may designate, in Dollars and in immediately available funds. A Lender’s obligation to purchase such a participation in a Swing Line Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Administrative Agent, the Swing Line Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in Sections 7.01(g) or (h), or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Credit Document by the Administrative Agent, any Lender, the Borrower or any other Credit Party, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swing Line Lender by any ParticipantLender, the Swing Line Lender shall be entitled to recover such amount on demand from such ParticipantLender, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant Lender does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant Lender makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents (other than those provisions requiring the other Participants Lenders to purchase a participation therein). Further, such Participant Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due to it hereunder hereunder, to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant Lender failed to purchase pursuant to this Section 2.4(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise within three one Business Days Day of demand therefor by the Swing Line Lender. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f9.1(e) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each other Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s 's Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Addressaddress provided in Section 11.1, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any ParticipantLender, the Swing Line Lender shall be entitled to recover such amount on demand from such ParticipantLender, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant Lender does not pay such amount forthwith upon the Swing Line Lender’s 's demand therefor, and until such time as such Participant Lender makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants Lenders to purchase a participation therein. Further, such Participant Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant Lender failed to purchase pursuant to this Section 2.4(c2.5(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise then outstanding within three one Business Days Day of demand therefor by the Swing Line Lender. Each repayment of a Swing Line Loan Xxxxxxx, which may be accomplished by requesting a Revolving Loans which request is not subject to the conditions set forth in Section 5.2Loan. In the event that the Borrower shall fail to timely repay any Swing Line LoanLoan within three Business Days after demand therefor by Xxxxxxx, and in any event upon (i) a request by the Swing Line LenderXxxxxxx, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment the Revolving Committed Amount pursuant to Section 9.2, each other Lender shall irrevocably and unconditionally purchase from the Swing Line LenderXxxxxxx, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s 's Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether or not (A) the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether (B) the Revolving Committed Amount has been terminated, (C) a Default or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all (D) the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender Xxxxxxx at the Agency Services Addressaddress provided in Section 11.1, or at such other address as the Swing Line Lender Xxxxxxx may designate, in Dollars lawful money of the United States of America and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender Xxxxxxx by any ParticipantLender, the Swing Line Lender Xxxxxxx shall be entitled to recover such amount on demand from such ParticipantLender, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant Lender does not pay such amount forthwith upon the Swing Line Lender’s Xxxxxxx'x demand therefor, and until such time as such Participant Lender makes the required payment, the Swing Line Lender Xxxxxxx shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants Lenders to purchase a participation therein. Further, such Participant Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder to the Swing Line Lender Xxxxxxx to fund repay Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant Lender failed to purchase pursuant to this Section 2.4(c2.3(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise within three one Business Days Day of demand therefor by the Swing Line LenderNationsBank. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Revolving-A Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line LenderNationsBank, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each other Lender shall irrevocably and unconditionally purchase from the Swing Line LenderNationsBank, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s 's Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 hereof are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender NationsBank at the Agency Services Addressaddress provided on Schedule 11.1, or at such other address as the Swing Line Lender NationsBank may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender NationsBank by any ParticipantLender, the Swing Line Lender NationsBank shall be entitled to recover such amount on demand from such ParticipantLender, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant Lender does not pay such amount forthwith upon the Swing Line Lender’s NationsBank's demand therefor, and until such time as such Participant Lender makes the required payment, the Swing Line Lender NationsBank shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants Lenders to purchase a participation therein. Further, such Participant Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender NationsBank to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant Lender failed to purchase pursuant to this Section 2.4(c2.3(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise within three one Business Days Day of demand therefor by the Swing Line Lender. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each Lender other Participant shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s 's Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Addressaddress provided in Section 11.1, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any Participant, the Swing Line Lender shall be entitled to recover such amount on demand from such Participant, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant does not pay such amount forthwith upon the Swing Line Lender’s 's demand therefor, and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants to purchase a participation therein. Further, such Participant shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant failed to purchase pursuant to this Section 2.4(c) until such amount has been purchased (as a result of such assignment or otherwise).such

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all each Swing Line Loans Loan immediately upon the existence of a Default or Event of Default or otherwise within on the earlier of the Revolving Maturity Date and the first date after such Swing Line Loan is made that is the 15th or last day of a calendar month and is at least three Business Days of demand therefor by the after such Swing Line LenderLoan is made; provided that on each date that a borrowing of Revolving Loans denominated in Dollars is made, the Borrower shall repay all Swing Line Loans that were outstanding on the date such borrowing was requested. Each repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swing Line Loan, and in any event upon (i) a request by the Swing Line Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each Revolving Lender shall promptly irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage thereof, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at the Agency Services Address, or at such other address as the Swing Line Lender may designate, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swing Line Lender by any Participant, the Swing Line Lender shall be entitled to recover such amount on demand from such Participant, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such [[5731659]] unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Participants to purchase a participation therein. Further, such Participant shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant failed to purchase pursuant to this Section 2.4(c2.3(c) until such amount has been purchased (as a result of such assignment or otherwise).

Repayment and Participations of Swing Line Loans. The Borrower agrees to repay all each Swing Line Loans immediately upon the existence of a Default or Event of Default or otherwise Loan within three one Business Days Day of demand therefor by the Swing Line LenderLender and, in any event, within ten (10) Business Days after the date the Swing Line Loan was made; provided, that the proceeds of a Swing Line Loan may not be used to pay a Swing Line Loan. Each The Swing Line Lender shall notify the Administrative Agent if it makes demand for repayment of a Swing Line Loan may be accomplished by requesting Revolving Loans which request on the date on such demand is not subject to made. Notwithstanding the conditions set forth in Section 5.2. In the event that foregoing, the Borrower shall fail repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swing Line Loans on the Swing Line Maturity Date (or such earlier date as the Swing Line Lender and the Borrower may agree in writing (with notice thereof to timely repay the Administrative Agent)). In lieu of demanding repayment of any outstanding Swing Line Loan from the Borrower, each Swing Line Lender may, on behalf of the Borrower (which hereby irrevocably directs each applicable Swing Line Lender to act on its behalf for such purpose), request a borrowing of Revolving Loans that are Base Rate Loans from the Lenders in an amount equal to the principal balance of such Swing Line Loan. The amount limitations contained in Section 2.02 shall not apply to any borrowing of such Revolving Loans made pursuant to this subsection. The Swing Line Lender shall give notice to the Administrative Agent of any such borrowing of Revolving Loans not later than 12:00 p.m. on the proposed date of such borrowing. Promptly after receipt of such notice of borrowing of Revolving Loans from the Swing Line Lender under the immediately preceding sentence, and in any event upon (i) a request by the Administrative Agent shall notify each Lender of the proposed borrowing. Not later than 2:00 p.m. on the proposed date of such borrowing, each Lender will make available to the Administrative Agent at the Administrative Agent’s Office for the account of the Swing Line Lender, (ii) in immediately available funds, the occurrence proceeds of an Event the Revolving Loan to be made by such Lender. The Administrative Agent shall pay the proceeds of such Revolving Loans to the Swing Line Lender, which shall apply such proceeds to repay such Swing Line Loan. If the Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason whatsoever, including without limitation, the existence of any of the Defaults or Events of Default described in Section 9.1(fSections 7.01(g) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2h), each Lender shall irrevocably and unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in to the extent of such Lender’s Revolving Commitment Percentage of such Swing Line Loan in an amount equal to such other Lender’s Revolving Loan Commitment Percentage thereofLoan, by directly purchasing a participation in such Swing Line Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 are then satisfied, whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swing Line Lender at Administrative Agent for the Agency Services Address, or at such other address as account of the Swing Line Lender may designate, in Dollars and in immediately available funds. A Lender’s obligation to purchase such a participation in a Swing Line Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Administrative Agent, the Swing Line Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in Sections 7.01(g) or (h), or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Credit Document by the Administrative Agent, any Lender, the Borrower or any other Credit Party, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swing Line Lender by any ParticipantLender, the Swing Line Lender shall be entitled to recover such amount on demand from such ParticipantLender, together with accrued interest thereon for each day from the date of demand thereof, at a rate equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate plus two percent (2%) per annum. If such Participant Lender does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Participant Lender makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents (other than those provisions requiring the other Participants Lenders to purchase a participation therein). Further, such Participant Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due to it hereunder hereunder, to the Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Participant Lender failed to purchase pursuant to this Section 2.4(c) until such amount has been purchased (as a result of such assignment or otherwise).