Common use of Participating Interests Clause in Contracts

Participating Interests. (a) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lenders in their sole discretion, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan or (ii) purchase an undivided participating interest in the Swing Line Loans of each Swing Line Lender, in either case in an amount equal to such Lender's Swing Line Participation Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lenders at the office of the Administrative Agent specified in subsection 15.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that any of the Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each Lender shall immediately transfer to each Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such Swing Line Lender and upon receipt thereof each Swing Line Lender will deliver to any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either Swing Line Lender has received payment from any Lender in respect of such Lender's participating interest in a Swing Line Loan of such Swing Line Lender, such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Lender its participating interest in 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, however, that in the event that any such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Dollar Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Dollar Lender in their its sole discretion, either (i) each U.S. Revolving Lender (including BofA) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Revolving Lender (other than BofA) shall purchase an undivided participating interest in the Swing Line Dollar Loans of each the Swing Line Dollar Lender, in either case in an amount equal to such U.S. Revolving Lender's Swing Line Participation U.S. Dollar Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Dollar Loans. Each U.S. Revolving Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the requesting Swing Line Lenders Dollar Lender at the office of the General Administrative Agent specified in subsection 15.2 17.2 prior to 12:00 Noon, New York City timeLocal Time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Dollar Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Dollar Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Revolving Lender shall immediately transfer to each the requesting Swing Line Dollar Lender, in immediately available funds, the amount of its participation in the Swing Line Dollar Loans of such the Swing Line Dollar Lender and upon receipt thereof each the Swing Line Dollar Lender will deliver to any such U.S. Revolving Lender that so requests a confirmation of such U.S. Revolving Lender's undivided participating interest in the Swing Line Dollar Loans of such the Swing Line Dollar Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either the Swing Line Dollar Lender has received payment from any U.S. Revolving Lender in respect of such U.S. Revolving Lender's participating interest in a Swing Line Dollar Loan of such the Swing Line Dollar Lender, such the Swing Line Dollar Lender receives any payment on account thereof, such the Swing Line Dollar Lender will distribute to such U.S. Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Revolving Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by such the Swing Line Dollar Lender is required to be returned, such U.S. Revolving Lender will return to such the Swing Line Dollar Lender any portion thereof previously distributed by such the Swing Line Dollar Lender to it. (c) If the Multicurrency Commitments shall expire or terminate at any time while Swing Line Multicurrency Loans are outstanding, at the request of the Swing Line Multicurrency Lender in its sole discretion, either (i) each Multicurrency Lender (including JPMorgan Chase Bank) shall, notwithstanding the expiration or termination of the Multicurrency Commitments, make a Multicurrency Loan or (ii) each Multicurrency Lender (other than JPMorgan Chase Bank) shall purchase an undivided participating interest in the Swing Line Multicurrency Loans of the Swing Line Multicurrency Lender, in either case in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Multicurrency Commitments) of the aggregate principal amount of such Swing Line Multicurrency Loans. Each Multicurrency Lender will make the proceeds of any Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the requesting Swing Line Multicurrency Lender at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date of the request by the Swing Line Multicurrency Lender. The proceeds of such Multicurrency Loans shall be immediately applied to repay the Swing Line Multicurrency Loans outstanding on the date of termination or expiration of the Multicurrency Commitments. In the event that any of the Multicurrency Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(c), such Multicurrency Lender shall immediately transfer to the requesting Swing Line Multicurrency Lender, in immediately available funds, the amount of its participation in the Swing Line Multicurrency Loans of the Swing Line Multicurrency Lender and upon receipt thereof the Swing Line Multicurrency Lender will deliver to any such Multicurrency Lender that so requests a confirmation of such Multicurrency Lender's undivided participating interest in the Swing Line Multicurrency Loans of the Swing Line Multicurrency Lender dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Multicurrency Lender has received payment from any Multicurrency Lender in respect of such Multicurrency Lender's participating interest in a Swing Line Multicurrency Loan of the Swing Line Multicurrency Lender, the Swing Line Multicurrency Lender receives any payment on account thereof, the Swing Line Multicurrency Lender will distribute to such Multicurrency Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Multicurrency Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by the Swing Line Multicurrency Lender is required to be returned, such Multicurrency Lender will return to the Swing Line Multicurrency Lender any portion thereof previously distributed by the Swing Line Multicurrency Lender to it.

Participating Interests. (a) If Without further action on the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstandingpart of the Issuing Banks and the Lenders, each Lender shallseverally purchases from the Issuing Banks, at without recourse to the option Issuing Banks, and the Issuing Banks hereby sell to each such Lender, an undivided interest, to the extent of such Lender’s Commitment Percentage, in each Standby L/C issued or to be issued hereunder or issued pursuant to the Existing Agreement, all Drawings, all interest thereon and all other rights, costs and expenses of the Swing Line Lenders Issuing Banks hereunder and under such Standby L/C with respect thereto. (b) As promptly as practicable upon becoming aware that the Borrower has not reimbursed or will not reimburse the relevant Issuing Bank in their sole discretionfull for a Drawing under any Standby L/C in accordance with Section 3.02(a) or (b) on any applicable Disbursement Date, either such Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) notwithstanding not later than 4:30 p.m. (New York City time) on the expiration Business Day such notice is received from the Administrative Agent (if such notice is received at or termination of the Revolving Credit Commitments, make a Revolving Credit Loan prior to 12:00 noon (New York City time)) or (ii) purchase an undivided participating interest in not later than 11:00 a.m. (New York City time) on the Swing Line Loans Business Day following receipt of each Swing Line Lendersuch notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative Agent, in either case in at the Administrative Agent’s Payment Office, for the account of such Issuing Bank, an amount equal to such Lender's Swing Line Participation ’s Commitment Percentage of such unreimbursed Drawing. Notwithstanding clause (determined ii) of this paragraph (b), if a Lender does not make available to the Administrative Agent on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of applicable Disbursement Date such Swing Line Loans. Each Lender will make the proceeds Lender’s Commitment Percentage of any Revolving Credit Loan made by it pursuant unreimbursed Drawing, such Lender shall be required to the immediately preceding sentence available pay interest to the Administrative Agent for the account of such the Swing Line Lenders at the office Issuing Bank on its Commitment Percentage of the Administrative Agent specified in subsection 15.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that any of the Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each Lender shall immediately transfer to each Swing Line Lender, in immediately available funds, the amount of its participation in such unreimbursed Drawing at the Swing Line Loans of Federal Funds Rate from such Swing Line Lender and upon receipt thereof each Swing Line Lender will deliver to any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated Disbursement Date until the date of receipt of such funds and in such amount. (b) Whenever, at any time after either Swing Line Lender has payment is received payment from any Lender in respect of such Lender's participating interest in a Swing Line Loan of such Swing Line Lender, such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in by the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded)Administrative Agent; provided, however, that if the Federal Funds Rate does not cover such Issuing Bank’s cost of funds, the applicable rate of interest shall be such rate as determined by such Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of such Issuing Bank at a rate per annum equal to the Federal Funds Rate (or such other rate as may be determined by such Issuing Bank as set forth herein) plus 2.00%. Upon receipt of any such funds, the Administrative Agent shall promptly pay such funds to such Issuing Bank. (c) If the Administrative Agent receives a Lender’s Commitment Percentage of an unreimbursed Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (b), such Lender shall be entitled to receive interest on its Commitment Percentage of such Standby L/C Drawing, as provided in Section 3.04(e)(ii) below, from the applicable Disbursement Date. (d) The payment obligations of each Lender to the relevant Issuing Bank as described in this Section 3.04 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, an Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration the applicable Standby L/C; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of any Transaction Document by any party thereto; (v) any violation or asserted violation of law by any Lender or any affiliate thereof; (vi) the failure of any Lender to perform its obligations hereunder; (vii) any amendment to or extension of an issued and outstanding Standby L/C; or (viii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Lender shall be liable for any portion of such liability resulting from such Issuing Bank’s gross negligence or willful misconduct. (e) The relevant Issuing Bank agrees to pay promptly upon receipt to the Administrative Agent for the account of each Lender (i) first, such Lender’s Commitment Percentage of all amounts received from the Borrower in payment, in whole or in part, of an unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Commitment Percentage of such Standby L/C Drawing to the Administrative Agent for the account of such Issuing Bank pursuant to Section 3.04(c) above and (ii) second, such Lender’s Commitment Percentage of any interest received from the Borrower with respect to any such payment received unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Commitment Percentage of such Standby L/C Drawing to the Administrative Agent for the account of such Issuing Bank pursuant to Section 3.04(c) above. (f) If, on account of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Borrower, an Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Borrower to the Administrative Agent for the account of an Issuing Bank (or directly to an Issuing Bank) in reimbursement of any unreimbursed Drawing and interest thereon, each Lender shall, on demand of such Issuing Bank or the Administrative Agent, forthwith return to such Issuing Bank or the Administrative Agent for the account of such Issuing Bank any amounts transferred to such Lender by such Swing Line Lender is Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender’s pro rata share of any interest on such payments required to be returnedpaid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by such Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to such Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover such Issuing Bank’s or the Administrative Agent’s cost of funds, the applicable rate of interest shall be such rate as determined by such Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender will return shall, commencing on the day next following such fifth Business Day, pay interest to such Swing Line Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2.00%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Borrower contained in Section 3.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Borrower hereby confirms and acknowledges that each Lender shall have a direct claim against the Borrower for the principal of and interest on each portion of any portion thereof previously distributed unreimbursed Standby L/C Drawing advanced by such Swing Line Lender to itan Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Borrower (to the extent not exercised by such Issuing Bank) as if such Lender had funded its Commitment Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C. (h) Each Issuing Bank and each Lender, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Commitment Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Borrower from time to time hereunder with respect thereto; provided, however, that the failure by an Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Borrower with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In the case of any discrepancy between the entries in an Issuing Bank’s books and any Lender’s books or the Administrative Agent’s books, an Issuing Bank’s books shall be considered correct in the absence of manifest error.

Participating Interests. (a) If the US$ Revolving --------------------------------------- Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shalloutstanding and owing to any Swing Line Lender, at the option request of the such Swing Line Lenders Lender in their its sole discretion, either (i) each US$ Revolving Credit Lender (including such Swing Line Lender in its capacity as a US$ Revolving Credit Lender) shall, notwithstanding the expiration or termination of the US$ Revolving Credit Commitments, make a US$ Revolving Credit Loan (which shall be a Base Rate Loan) or (ii) each US$ Revolving Credit Lender (other than such Swing Line Lender in its capacity as a US$ Revolving Credit Lender) shall purchase an undivided participating interest in the Swing Line Loans of each such Swing Line Lender, in either case in an amount equal to such US$ Revolving Credit Lender's Swing Line Participation US$ Revolving Credit Percentage (determined on the date of, and immediately prior to, expiration or termination of the US$ Revolving Credit Commitments) of the aggregate principal amount of of, and accrued and unpaid interest on, such Swing Line Loans. Each US$ Revolving Credit Lender will make the proceeds of any US$ Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the such Swing Line Lenders Lender at the office of the Administrative Agent specified in subsection Section 15.2 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by such Swing Line Lender. The proceeds of such US$ Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans owing to such Swing Line Lender and outstanding on the date of termination or expiration of the US$ Revolving Credit Commitments. In the event that any of the US$ Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(aSection 2.9(a), each US$ Revolving Credit Lender shall immediately transfer to each the relevant Swing Line Lender, in immediately available funds, the amount of its participation in the such Swing Line Loans of such Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such US$ Revolving Credit Lender that so requests a confirmation of such US$ Revolving Credit Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either a Swing Line Lender has received payment from any US$ Revolving Credit Lender in respect of such US$ Revolving Credit Lender's participating interest in a Swing Line Loan of such Swing Line Lender, such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such US$ Revolving Credit Lender its participating interest in 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)amount; provided, however, that in the event that -------- ------- any such payment received by such Swing Line Lender is required to be returned, such US$ Revolving Credit Lender will return to such the Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each U.S. Lender (including Chase) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the Swing Line Lenders Lender at the office of the General Administrative Agent specified in subsection 15.2 18.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the 51 44 Swing Line Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either the Swing Line Lender has received payment from any U.S. Lender in respect of such U.S. Lender's participating interest in a Swing Line Loan of such the Swing Line Lender, such the Swing Line Lender receives any payment on account thereof, such the Swing Line Lender will distribute to such U.S. Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by such the Swing Line Lender is required to be returned, such U.S. Lender will return to such the Swing Line Lender any portion thereof previously distributed by such the Swing Line Lender to it.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each U.S. Lender shall, at the option of the Swing Line Lenders in their sole discretion, either (i) notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan or (ii) purchase an undivided participating interest in the Swing Line Loans of each Swing Line Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the Swing Line Lenders at the office of the General Administrative Agent specified in subsection 15.2 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the U.S. Revolving Credit Commitments expire or terminate. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such Swing Line Lender and upon receipt thereof each Swing Line Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either Swing Line Lender has received payment from any U.S. Lender in respect of such U.S. Lender's participating interest in a Swing Line Loan of such Swing Line Lender, such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such U.S. Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by such Swing Line Lender is required to be returned, such U.S. Lender will return to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it.

Participating Interests. (a) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each Revolving Credit Lender (including Chase) shall, notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan (which shall be a Base Rate Loan) or (ii) each Revolving Credit Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such Revolving Credit Lender's Swing Line Participation Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lenders Lender at the office of the Administrative Agent specified in subsection 15.2 Section 14.02 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that any of the Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(aSection 2.10(a), each Revolving Credit Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such Revolving Credit Lender that so requests a confirmation of such Revolving Credit Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either the Swing Line Lender has received payment from any Revolving Credit Lender in respect of such Revolving Credit Lender's participating interest in a Swing Line Loan of such the Swing Line Lender, such the Swing Line Lender receives any payment on account thereof, such the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by such the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to such the Swing Line Lender any portion thereof previously distributed by such the Swing Line Lender to it.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Dollar Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Dollar Lender in their its sole discretion, either (i) each U.S. Lender (including BofA) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Lender (other than BofA) shall purchase an undivided participating interest in the Swing Line Dollar Loans of each the Swing Line Dollar Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation U.S. Dollar Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Dollar Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the requesting Swing Line Lenders Dollar Lender at the office of the General Administrative Agent specified in subsection 15.2 17.2 prior to 12:00 Noon, New York City timeLocal Time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Dollar Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Dollar Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each the requesting Swing Line Dollar Lender, in immediately available funds, the amount of its participation in the Swing Line Dollar Loans of such the Swing Line Dollar Lender and upon receipt thereof each the Swing Line Dollar Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Dollar Loans of such the Swing Line Dollar Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either the Swing Line Dollar Lender has received payment from any U.S. Lender in respect of such U.S. Lender's participating interest in a Swing Line Dollar Loan of such the Swing Line Dollar Lender, such the Swing Line Dollar Lender receives any payment on account thereof, such the Swing Line Dollar Lender will distribute to such U.S. Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by such the Swing Line Dollar Lender is required to be returned, such U.S. Lender will return to such the Swing Line Dollar Lender any portion thereof previously distributed by such the Swing Line Dollar Lender to it. (c) If the Multicurrency Commitments shall expire or terminate at any time while Swing Line Multicurrency Loans are outstanding, at the request of the Swing Line Multicurrency Lender in its sole discretion, either (i) each Multicurrency Lender (including JPMorgan Chase Bank) shall, notwithstanding the expiration or termination of the Multicurrency Commitments, make a Multicurrency Loan or (ii) each Multicurrency Lender (other than JPMorgan Chase Bank) shall purchase an undivided participating interest in the Swing Line Multicurrency Loans of the Swing Line Multicurrency Lender, in either case in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Multicurrency Commitments) of the aggregate principal amount of such Swing Line Multicurrency Loans. Each Multicurrency Lender will make the proceeds of any Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the requesting Swing Line Multicurrency Lender at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date of the request by the Swing Line Multicurrency Lender. The proceeds of such Multicurrency Loans shall be immediately applied to repay the Swing Line Multicurrency Loans outstanding on the date of termination or expiration of the Multicurrency Commitments. In the event that any of the Multicurrency Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(c), such Multicurrency Lender shall immediately transfer to the requesting Swing Line Multicurrency Lender, in immediately available funds, the amount of its participation in the Swing Line Multicurrency Loans of the Swing Line Multicurrency Lender and upon receipt thereof the Swing Line Multicurrency Lender will deliver to any such Multicurrency Lender that so requests a confirmation of such Multicurrency Lender's undivided participating interest in the Swing Line Multicurrency Loans of the Swing Line Multicurrency Lender dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Multicurrency Lender has received payment from any Multicurrency Lender in respect of such Multicurrency Lender's participating interest in a Swing Line Multicurrency Loan of the Swing Line Multicurrency Lender, the Swing Line Multicurrency Lender receives any payment on account thereof, the Swing Line Multicurrency Lender will distribute to such Multicurrency Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Multicurrency Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by the Swing Line Multicurrency Lender is required to be returned, such Multicurrency Lender will return to the Swing Line Multicurrency Lender any portion thereof previously distributed by the Swing Line Multicurrency Lender to it.

Participating Interests. (a) If the US$ Revolving ----------------------- Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each US$ Revolving Credit Lender (including Chase) shall, notwithstanding the expiration or termination of the US$ Revolving Credit Commitments, make a US$ Revolving Credit Loan (which shall be a Base Rate Loan) or (ii) each US$ Revolving Credit Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such US$ Revolving Credit Lender's Swing Line Participation US$ Revolving Credit Percentage (determined on the date of, and immediately prior to, expiration or termination of the US$ Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each US$ Revolving Credit Lender will make the proceeds of any US$ Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lenders Lender at the office of the Administrative Agent specified in subsection 15.2 Section 13.02 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such US$ Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the US$ Revolving Credit Commitments. In the event that any of the US$ Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(aSection 2.09(a), each Revolving Credit Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such US$ Revolving Credit Lender that so requests a confirmation of such US$ Revolving Credit Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either Swing Line Lender has received payment from any Lender in respect of such Lender's participating interest in a Swing Line Loan of such Swing Line Lender, such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Lender its participating interest in 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, however, that in the event that any such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each U.S. Lender (including Chase) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the Swing Line Lenders Lender at the office of the General Administrative Agent specified in subsection 15.2 18.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount. (b) Whenever, at any time after either the Swing Line Lender has received payment from any U.S. Lender in respect of such U.S. Lender's participating interest in a Swing Line Loan of such the Swing Line Lender, such the Swing Line Lender receives any payment on account thereof, such the Swing Line Lender will distribute to such U.S. Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender's participating interest was outstanding and funded); provided, however, that in the event that any such payment received by such the Swing Line Lender is required to be returned, such U.S. Lender will return to such the Swing Line Lender any portion thereof previously distributed by such the Swing Line Lender to it.