Participations in Swingline Loans. Each Swingline Bank shall provide written notice to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline Bank. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share of such Swingline Loan. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Bank, such Bank’s share of such Swingline Loan. Each Bank acknowledges and agrees that its obligation to acquire participating interests in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Section in the same manner as provided in Section 4.1 with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to such Swingline Bank the amounts so received by it from the Banks. The Administrative Agent shall notify the Company of any participating interest in any Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Banks that shall have made their payments pursuant to this Section and to the applicable Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and t...
Participations in Swingline Loans. If for any reason a requested Borrowing of Revolving Loans pursuant to Section 2.04(c) is not or cannot be effected, the Revolving Lenders will, as of the date such proposed Borrowing otherwise would have occurred but adjusted for any payments received in respect of such Swingline Loan(s) by or for the account of the Borrowers on or after such date and prior to such purchase, immediately fund their respective participations in the outstanding Swingline Loans as necessary to cause such Lenders to share in such Swingline Loan(s) proportionately in accordance with their respective Pro Rata Shares. Whenever, at any time after any Revolving Lender has funded its purchase of a participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its proportionate share of such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded), provided, that in the event any such payment received by the Swingline Lender is subsequently set aside or is required to be refunded, returned or repaid, such Lender will repay to the Swingline Lender its proportionate share thereof.
Participations in Swingline Loans. If, for any reason (including as a result of any Bankruptcy Event with respect to the Borrower), Dollar Revolving Loans or Multicurrency Revolving Loans, as the case may be, are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the applicable Swingline Lender in respect of any outstanding Swingline Loans made by such Swingline Lender, or if such Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for in Section 2.2(e), such Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be, shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, at such time, or if the Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, have been terminated, based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, in each case immediately prior to the termination thereof) of the unpaid amount thereof together with accrued interest thereon. Upon notice delivered by such Swingline Lender to the Administrative Agent, and by the Administrative Agent to each Lender, not later than 12:00 noon, Charlotte, North Carolina time, (i) on the Business Day of the proposed funding of the participations described above with respect to any applicable Dollar Swingline Loans, any applicable Multicurrency Swingline Loans denominated in Dollars or any applicable Multicurrency Swingline Loans denominated in a Foreign Currency in respect of which such Swingline Lender, in its sole and absolute discretion, has elected to accept Dollars or (ii) four Business Days prior to the proposed funding of the participations described above with respect to any applicable Multicurrency Swingline Loans not described in clause (i) above, each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be (other than such Swingline Lender), will make available to t...
Participations in Swingline Loans. The Swingline Lender by written notice given to the Administrative Agent not later than noon on any Business Day may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent shall give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender shall upon receipt of notice as provided above, pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to Section
Participations in Swingline Loans. If it is legally impossible or impracticable (as determined by the Agent in its reasonable discretion) for TIMET to obtain a Revolving Loan under the circumstances described in Section 4.7 above (whether due to a termination or expiration of the Revolving Credit Facility, the bankruptcy of TIMET, or otherwise), the Swingline Lender promptly shall notify the Agent of TIMET’s failure to repay the Swingline Loans in question and the Agent in turn shall notify each Lender of that situation. Upon such notice (but without any further action), the Swingline Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Swingline Lender, a participation in each Swingline Loan not repaid in accordance with Section 4.7 of this Agreement equal to such Lender’s Percentage Interest.
Participations in Swingline Loans. If for any reason a Prime Rate Loan may not be (as determined in the sole discretion of the Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its ratable share thereof (based on such Lender's Commitment) on the date that such Prime Rate Loan should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Agent for the account of the Swingline Lender. Such Swingline Loan shall automatically become a Prime Rate Loan on the effective date of any such participation, shall bear interest at the rate applicable to Prime Rate Loans hereunder and interest shall become payable on demand.
