Common use of Repayment of Swing Line Loans Clause in Contracts

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower on or before the tenth Business Day after the Borrowing Date for such Swing Line Loan. The applicable Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent of $1,000,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth Business Day after the Borrowing Date of any Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Swing Line Loan, require each Lender (including the Swing Line Bank) to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making of such Loans by the Lenders shall discharge the applicable Borrower's obligation under the first sentence of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of notice pursuant to this Section 2.7.2 from the Administrative Agent, each Lender shall make available its required Loan or Loans, in funds immediately available in Detroit to the Administrative Agent at the address specified in Section 14.1 or at such other address notified by the

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower Company on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line LoanLoan (any such payment date, the “Swing Line Repayment Date”). The applicable Borrower Company may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent of $1,000,0001,000,000 and increments of $1,000,000 in excess thereof (or such other increment to which the Company and the Swing Line Bank may agree with respect to any such payment), any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, Loan or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth Business Day after the Borrowing Date of any Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Repayment Date with respect to any outstanding Swing Line Loan, Loan require each 2017 Revolving Loan Lender (including the Swing Line Bank) to make a 2017 Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making , which 2017 Revolving Loan shall be in an amount equal to such 2017 Revolving Loan Lender’s 2017 Revolving Pro Rata Share of such Loans by Swing Line Loan. No later than 3:00 p.m. (New York time) on the Lenders shall discharge the applicable Borrower's obligation under the first sentence date of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of any notice received pursuant to this Section 2.7.2 from the Administrative Agent2.2(D), each such 2017 Revolving Loan Lender shall make available its required 2017 Revolving Loan or 2017 Revolving Loans, in funds immediately available in Detroit to the Administrative Agent in New York, New York at its address specified pursuant to Article XIV. 2017 Revolving Loans made pursuant to this Section 2.2(D) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II and in the definition of Interest Period. Each 2017 Revolving Loan Lender’s obligation to make 2017 Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such 2017 Revolving Loan Lender may have against the Administrative Agent, the Swing Line Bank or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any 2017 Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such 2017 Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such 2017 Revolving Loan Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any 2017 Revolving Loan Lender fails to make available to the Administrative Agent any 2017 Revolving Loan required to be made pursuant to this Section 2.2(D), such 2017 Revolving Loan Lender shall be deemed, at the address specified option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such 2017 Revolving Loan, and such interest and participation may be recovered from such 2017 Revolving Loan Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. For the avoidance of doubt, no 2014 Revolving Loan Lender shall have any obligations under this Section 14.1 or at such other address notified by the2.2(D). On the Termination Date applicable to the 2017 Revolving Loan Lenders, the Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower on or before the tenth seventh Business Day after the Borrowing Date for such Swing Line Loan. The applicable Outstanding Swing Line Loans may be repaid from the proceeds of Syndicated Advances, Bid Rate Advances or Swing Line Loans. Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the minimum amount of $500,000 and in increments of $100,000 in excess thereof or the full amount of such Swing Line Loan. If the Borrower may at any time pay, without penalty or premium, all outstanding fails to repay a Swing Line Loans orLoan on the applicable date when due, the Borrower shall be deemed to have elected to borrow a Floating Rate Advance under SECTION 2.1 as of such date equal in a minimum amount equal to the U.S. Dollar Equivalent unpaid amount of $1,000,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line BankLoan and interest thereon (notwithstanding the minimum amount of Syndicated Advances as provided in SECTION 2.4). In addition, The proceeds of any such Advance shall be used to repay the Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, in Loan and interest thereon. Unless the event Required Lenders shall have notified the applicable Borrower shall not have otherwise repaid such Loan, on the tenth Business Day after the Borrowing Date of Swing Line Lender prior to its making any Swing Line Loan, (xthat the applicable conditions precedent set forth in ARTICLE IV have not then been satisfied, each Lender's obligation to make Loans pursuant to SECTION 2.1 and this SECTION 2.9(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including the occurrence or continuance of a Default. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SECTION 2.9(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this SECTION 2.9(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest in and participation in the applicable Swing Line Loan is a U.S. Swing Line Loan, require each in the amount of the Loan such Lender (including the Swing Line Bank) was required to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making of such Loans by the Lenders shall discharge the applicable Borrower's obligation under the first sentence of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of notice pursuant to this Section 2.7.2 SECTION 2.9(d) and such interest and participation may be recovered from such Lender together with interest thereon at the Administrative Agent, Federal Funds Effective Rate for each Lender shall make available its required Loan or Loans, in funds immediately available in Detroit to day during the period commencing on the date of demand by the Administrative Agent at and ending on the address specified in Section 14.1 or at date such other address notified by theobligation is fully satisfied.

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower Syndicated Borrowers on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan or such later date as is agreed to between the Company and the Swing Line Bank at the time of the making of such Swing Line Loan. The applicable Borrower Syndicated Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent Amount of $1,000,00050,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent Swing Line Bank (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth (10th) Business Day Day, or such later repayment date as is agreed to between the Company and the Swing Line Bank, after the Borrowing Date of any Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Swing Line Loan, require each Lender (including the Swing Line Bank) to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loanin, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including at the Swing Line Bank’s option, the amount (in the currency in which such Swing Line Loan was made) with respect to or Dollar Amount of such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage ’s Pro Rata Share of such Swing Line Loan, for the purpose of repaying such Swing Line Loan and, to the extent so repaid, the applicable Syndicated Borrower’s obligation to make such repayment shall be discharged and replaced by the resulting Revolving Loan. The making ; provided, that if any Lender shall fail to make available to the Administrative Agent its required Revolving Loan in accordance with the following sentence, the applicable Syndicated Borrower shall repay the outstanding principal amount of the Swing Line Loan then outstanding due to such failure within three (3) Business Days of demand therefor by the Administrative Agent (and, to the extent so repaid, no Default shall have occurred in respect of such Loans by Swing Line Loan). No later than 2:00 p.m. (Chicago time) on the Lenders shall discharge the applicable Borrower's obligation under the first sentence date of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of any notice received pursuant to this Section 2.7.2 from the Administrative Agent2.2(D), each Lender shall make available its required Revolving Loan or Revolving Loans, in funds immediately available in Detroit to the Administrative Agent in Chicago at its address specified pursuant to Article XIV or at the address specified applicable Eurocurrency Payment Office. Revolving Loans made pursuant to this Section 2.2(D), if made in Dollars, shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 14.1 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Revolving Loans made pursuant to this Section 2.2(D), if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Loans having an Interest Period selected by the Swing Line Bank and thereafter shall be subject to Section 2.9 and the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender shall have notified the Swing Line Bank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1, 5.2, 5.3 and 5.4, as applicable, had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Bank or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), the Administrative Agent shall be entitled to receive, retain and apply against such obligation in accordance with Section 12.2(B) amounts otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied, and such amount shall accrue interest at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such other address notified by theamount is received.

Repayment of Swing Line Loans. Each The Swing Line Loans shall be evidenced by a Swing Line Loan Note and each Swing Line Loan shall be paid in full by the applicable Borrower Brightpoint on or before the tenth fifth Business Day after the Borrowing Date for such Swing Line Loan. The applicable Borrower may at any time pay, without penalty or premium, all outstanding Outstanding Swing Line Loans or, in a minimum amount equal to may be repaid from the U.S. Dollar Equivalent proceeds of $1,000,000, any portion of the outstanding Revolving Loans or Swing Line Loans, upon notice . Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the minimum amount of $100,000 (or such lesser amount as may be agreed to the Administrative Agent and by the Swing Line BankLender) and in increments of $100,000 (or such lesser amount as may be agreed to by the Swing Line Lender) in excess thereof or the full amount of such Swing Line Loan. In addition, the The Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth fifth Business Day after the Borrowing Date of any Swing Line Loan, (x) if the applicable outstanding Swing Line Loan is a U.S. Swing Line Loan(notwithstanding the minimum amount of Base Rate Advances as provided in Section 2.9), require each Lender (including the Swing Line Bank) to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage Share of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making of such Loans by the Lenders shall discharge the applicable Borrower's obligation under the first sentence of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of notice pursuant to this Section 2.7.2 from the Administrative Agent, each Lender shall make available its required Loan or Loans, in funds immediately available in Detroit to Unless the Administrative Agent at shall have been notified in writing by the address specified Required Lenders prior to its making any Swing Line Loan, that the applicable conditions precedent set forth in Article IV have not then been satisfied, each Lender's obligation to make Revolving Loans pursuant to Section 14.1 or at such other address notified by the2.1 and this Section 2.2(d), to

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower Company on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line LoanLoan (any such payment date, the “Swing Line Repayment Date”). The applicable Borrower Company may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent of $1,000,0001,000,000 and increments of $1,000,000 in excess thereof (or such other increment to which the Company and the Swing Line Bank may agree with respect to any such payment), any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, Loan or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth Business Day after the Borrowing Date of any Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Repayment Date with respect to any outstanding Swing Line Loan, Loan require each 2019 Revolving Loan Lender (including the Swing Line Bank) to make a 2019 Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making , which 2019 Revolving Loan shall be in an amount equal to such 2019 Revolving Loan Lender’s 2019 Revolving Pro Rata Share of such Loans by Swing Line Loan. No later than 3:00 p.m. (New York time) on the Lenders shall discharge the applicable Borrower's obligation under the first sentence date of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of any notice received pursuant to this Section 2.7.2 from the Administrative Agent2.2(D), each such 2019 Revolving Loan Lender shall make available its required 2019 Revolving Loan or 2019 Revolving Loans, in funds immediately available in Detroit to the Administrative Agent in New York, New York at its address specified pursuant to Article XIV. 2019 Revolving Loans made pursuant to this Section 2.2(D) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II and in the definition of Interest Period. Each 2019 Revolving Loan Lender’s obligation to make 2019 Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such 2019 Revolving Loan Lender may have against the Administrative Agent, the Swing Line Bank or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any 2019 Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such 2019 Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such 2019 Revolving Loan Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any 2019 Revolving Loan Lender fails to make available to the Administrative Agent any 2019 Revolving Loan required to be made pursuant to this Section 2.2(D), such 2019 Revolving Loan Lender shall be deemed, at the address specified option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such 2019 Revolving Loan, and such interest and participation may be recovered from such 2019 Revolving Loan Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. For the avoidance of doubt, no 2017 Revolving Loan Lender shall have any obligations under this Section 14.1 or at such other address notified by the2.2(D). On the Termination Date applicable to the 2019 Revolving Loan Lenders, the Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower Syndicated Borrowers on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan or such later date as is agreed to between the Company and the Swing Line Bank at the time of the making of such Swing Line Loan. The applicable Borrower Syndicated Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent Amount of $1,000,00050,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent Swing Line Bank (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth (10th) Business Day Day, or such later repayment date as is agreed to between the Company and the Swing Line Bank, after the Borrowing Date of any Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Swing Line Loan, require each Lender (including the Swing Line Bank) to make a Revolving Credit Loan in, at the Swing Line Bank's option, the amount (in the currency in which such Swing Line Loan was made) or Dollar amount Amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage Pro Rata Share of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making No later than 2:00 p.m. (Chicago time) on the date of such Loans by the Lenders shall discharge the applicable Borrower's obligation under the first sentence of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of any notice received pursuant to this Section 2.7.2 from the Administrative Agent2.2(D), each Lender shall make available its required Revolving Loan or Revolving Loans, in funds immediately available in Detroit to the Administrative Agent in Chicago at its address specified pursuant to Article XIV or at the address specified applicable Eurocurrency Payment Office. Revolving Loans made pursuant to this Section 2.2(D), if made in Dollars, shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 14.1 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Revolving Loans made pursuant to this Section 2.2(D), if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Loans having an Interest Period selected by the Swing Line Bank and thereafter shall be subject to Section 2.9 and the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender shall have notified the Swing Line Bank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Bank or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in, at the Swing Line Lender's option, the amount or Dollar Amount of such other address notified by theRevolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Termination Date, the Syndicated Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. Each The Swing Line Loans shall be evidenced by a Swing Line Loan Note and each Swing Line Loan shall be paid in full by the applicable Borrower Brightpoint on or before the tenth fifth Business Day after the Borrowing Date for such Swing Line Loan. The applicable Borrower may at any time pay, without penalty or premium, all outstanding Outstanding Swing Line Loans or, in a minimum amount equal to may be repaid from the U.S. Dollar Equivalent proceeds of $1,000,000, any portion of the outstanding Revolving Loans or Swing Line Loans, upon notice . Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the minimum amount of $100,000 (or such lesser amount as may be agreed to the Administrative Agent and by the Swing Line BankLender) and in increments of $100,000 (or such lesser amount as may be agreed to by the Swing Line Lender) in excess thereof or the full amount of such Swing Line Loan. In addition, the The Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth fifth Business Day after the Borrowing Date of any Swing Line Loan, (x) if the applicable outstanding Swing Line Loan is a U.S. Swing Line Loan(notwithstanding the minimum amount of Base Rate Advances as provided in Section 2.9), require each Lender (including the Swing Line Bank) to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage Share of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making of such Loans Unless the Administrative Agent shall have been notified in writing by the Required Lenders shall discharge prior to its making any Swing Line Loan, that the applicable Borrowerconditions precedent set forth in Article IV have not then been satisfied, each Lender's obligation under the first sentence of to make Revolving Loans pursuant to Section 2.1 and this Section 2.7.2 2.2(d), to purchase such loans pursuant to Section 2.4(f) or to repay such Swing Line Loan shall be unconditional, continuing, irrevocable and such failure to pay absolute and shall not constitute be affected by any circumstances, including the occurrence or continuance of a Default by Default. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(d), the Administrative Agent shall be entitled to receive, retain and apply against such Borrowerobligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. Promptly following receipt In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of notice any amount due under this Section 2.2(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the applicable Swing Line Lender, without recourse or warranty, an undivided interest in and participation in the applicable Swing Line Loan in the amount of the Loan such Lender was required to make pursuant to this Section 2.7.2 2.2(d) and such interest and participation may be recovered from such Lender together with interest thereon at the Administrative Agent, Federal Funds Effective Rate for each Lender shall make available its required Loan or Loans, in funds immediately available in Detroit to day during the period commencing on the date of demand by the Administrative Agent at and ending on the address specified in Section 14.1 or at date such other address notified by theobligation is fully satisfied.

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower Company on or before the tenth seventh (7th) Business Day after the Borrowing Date for such Swing Line Loan. The applicable Borrower Company may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent of $1,000,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shallshall at any time upon the request of the Swing Line Bank in its sole discretion, in the event the applicable Borrower or (iii) shall not have otherwise repaid such Loan, on the tenth seventh (7th) Business Day after the Borrowing Date of any Swing Line Loan, require (xby giving notice thereof to each Lender not later than 10:00 a.m. (New York time) if one Business Day before the applicable Swing Line Loan is a U.S. Swing Line date of such Loan, require ) each Lender (including the Swing Line Bank) to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage ’s Pro Rata Share of such Swing Line Loan, for the purpose of repaying all or any outstanding portion of such Swing Line Loan. The making Not later than 2:00 p.m. (New York time) on the date of such Loans by the Lenders shall discharge the applicable Borrower's obligation under the first sentence of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of any notice received pursuant to this Section 2.7.2 from the Administrative Agent2.3(d), each Lender shall make available its required Loan or LoansRevolving Loan, in funds immediately available in Detroit New York to the Administrative Agent at the its address specified pursuant to Article XV. Revolving Loans made pursuant to this Section 2.3(d) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 14.1 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender shall have notified the Swing Line Bank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.3(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Bank or any other Person, (b) the failure to satisfy any condition set forth herein or the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3(d) or may not make any Revolving Loan required by this Section 2.3, such Lender shall be deemed, at the option of the Administrative Agent or the Swing Line Bank, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the Swing Line Loan in the amount of such other address notified Revolving Loan, and such interest and participation shall be paid by thesuch Lender upon demand by the Swing Line Bank together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Commitment Termination Date, the Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan, and, notwithstanding the foregoing, any Swing Line Loans outstanding on the date that is two (2) Business Days prior to the Non-Extended Revolving Loan Termination Date shall be paid in full by the applicable Borrower on such date (any such payment date, the “Swing Line Repayment Date ”). The applicable Borrower Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent of $1,000,0001,000,000 and increments of $1,000,000 in excess thereof (or such other increment to which the Company and the Swing Line Bank may agree with respect to any such payment), any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, Loan or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth Business Day after the Borrowing Date of any Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Repayment Date with respect to any outstanding Swing Line Loan, Loan require each Revolving Loan Lender (including the Swing Line Bank) to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loan, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including the Swing Line Bank) with respect to such Borrower for the applicable Available Foreign Currency to make a Multicurrency Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. The making , which Revolving Loan shall be in an amount equal to such Revolving Loan Lender’s Pro Rata Share of such Loans by Swing Line Loan. No later than 3:00 p.m. (New York time) on the Lenders shall discharge the applicable Borrower's obligation under the first sentence date of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of any notice received pursuant to this Section 2.7.2 from the Administrative Agent2.2(D), each such Revolving Loan Lender shall make available its required Revolving Loan or Revolving Loans, in funds immediately available in Detroit to the Administrative Agent in New York, New York at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.2(D) shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II and in the definition of Interest Period. Each Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Bank or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such Revolving Loan Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Loan Lender fails to make available to the Administrative Agent any Revolving Loan required to be made pursuant to this Section 2.2(D), such Revolving Loan Lender shall be deemed, at the address specified option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. For the avoidance of doubt, the obligations of any Non-Extending Lender to make Revolving Loans pursuant to this Section 14.1 or 2.2(D) shall terminate on the Non-Extended Revolving Loan Termination Date in accordance with Section 2.5(B), at which time such other address notified by theobligations of the Non-Extending Lenders shall be reallocated to the Extending Lenders ratably in accordance with their respective Pro Rata Shares of the Aggregate Revolving Loan Commitment as described in such Section 2.5(B) (determined after giving effect to the termination of the Revolving Loan Commitments of the Non-Extending Lenders). On the Termination Date applicable to Extending Lenders, the Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Borrower Syndicated Borrowers on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan or such later date as is agreed to between the Company and the Swing Line Bank at the time of the making of such Swing Line Loan. The applicable Borrower Syndicated Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount equal to the U.S. Dollar Equivalent Amount of $1,000,00050,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative Agent and the Swing Line Bank. In addition, the Administrative Agent Swing Line Bank (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, in the event the applicable Borrower shall not have otherwise repaid such Loan, on the tenth (10th) Business Day Day, or such later repayment date as is agreed to between the Company and the Swing Line Bank, after the Borrowing Date of any Swing Line Loan, (x) if the applicable Swing Line Loan is a U.S. Swing Line Loan, require each Revolving Lender (including the Swing Line Bank) to make a Revolving Credit Loan in the Dollar amount of such Lender's Revolving Credit Commitment Percentage of such Swing Line Loanin, and (y) if the applicable Swing Line Loan is a Multicurrency Swing Line Loan, Require each Designated Multicurrency Lender (including at the Swing Line Bank’s option, the amount (in the currency in which such Swing Line Loan was made) with respect to of such Borrower for the applicable Available Foreign Currency to make a Multicurrency Revolving Lender’s Revolving Loan in such Designated Multicurrency Lender's Multicurrency Commitment Percentage Pro Rata Share of such Swing Line Loan, for the purpose of repaying such Swing Line Loan and, to the extent so repaid, the applicable Syndicated Borrower’s obligation to make such repayment shall be discharged and replaced by the resulting Revolving Loan. The making ; provided, that Revolving Lenders shall have two (2) Business Days to fund any non-Dollar Revolving Loans being used to repay a non-Dollar Swing Line Loan; provided, further, that if any Revolving Lender shall fail to make available to the Administrative Agent its required Revolving Loan in accordance with the following sentence, the applicable Syndicated Borrower shall repay the outstanding principal amount of the Swing Line Loan then outstanding due to such failure within three (3) Business Days of demand therefor by the Administrative Agent (and, to the extent so repaid, no Default shall have occurred in respect of such Loans by the Lenders shall discharge Swing Line Loan). No later than 2:00 p.m. (Chicago time) (unless the applicable Borrower's obligation under Revolving Loan is denominated in a currency other than Dollars, in which case 2:00 p.m. London time) on the first sentence of this Section 2.7.2 and such failure to pay shall not constitute a Default by such Borrower. Promptly following receipt of date specified in any notice received pursuant to this Section 2.7.2 from 2.2(D) (with the Administrative Agentunderstanding that Revolving Lenders shall have two (2) Business days to fund non-Dollar Revolving Loans), each Revolving Lender shall make available its required Revolving Loan or Revolving Loans, in funds immediately available in Detroit to the Administrative Agent in Chicago at its address specified pursuant to Article XIV or at the address specified applicable Eurocurrency Payment Office. Revolving Loans made pursuant to this Section 2.2(D), if made in Dollars, shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 14.1 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Revolving Loans made pursuant to this Section 2.2(D), if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Loans having an Interest Period selected by the Swing Line Bank and thereafter shall be subject to Section 2.9 and the other conditions and limitations therein set forth and set forth in this Article II. Unless a Revolving Lender shall have notified the Swing Line Bank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1, 5.2, 5.3 and 5.4, as applicable, had not then been satisfied, such Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Administrative Agent, the Swing Line Bank or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), the Administrative Agent shall be entitled to receive, retain and apply against such obligation in accordance with Section 12.2(B) amounts otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied, and such amount shall accrue interest at the Federal Funds Effective Rate or at the then applicable Eurocurrency Rate for the applicable currency (as determined by the Administrative Agent) for each day during the period commencing on the date of demand and ending on the date such other address notified by theamount is received.