Common use of Funding of Swingline Loans and Letters of Credit Clause in Contracts

Funding of Swingline Loans and Letters of Credit. (a) Prior to or simultaneously with the Borrower Representative delivering any Notice of Swingline Borrowing under Section 2.4. or the issuance of a Letter of Credit requested by the Borrower Representative under Section 2.3., in each case subsequent to the Unrestricted Subsidiary acquiring an Unrestricted Subsidiary Loan, and (b) with respect to any Swingline Loan and/or any Letter of Credit outstanding on or prior to the date the Unrestricted Subsidiary acquires an Unrestricted Subsidiary Loan, the Unrestricted Subsidiary shall deposit with the Administrative Agent all amounts that the Unrestricted Subsidiary may be required to fund as a Lender under such Sections as determined by the Administrative Agent in its reasonable discretion. On the date that any Swingline Loan is funded, or if a drawing pursuant to any Letter of Credit occurs, as applicable, the Administrative Agent is authorized to use the monies deposited pursuant to this clause (v) to fund the Unrestricted Subsidiary’s share of such Swingline Loan or drawing, or to make payment to the Administrative Agent in accordance with Section 2.3., as applicable and on such date the Unrestricted Subsidiary shall be deemed to have made Revolving Loans to the applicable Borrower in an amount equal to the amount applied by the Administrative Agent pursuant to this sentence. Notwithstanding anything to the contrary contained in any Loan Document, Lenders other than the Unrestricted Subsidiary shall not in any event be liable in any way for the Unrestricted Subsidiary’s failure to fund amounts that it is required to fund as a Lender under the Loan Documents. To the extent that any interest or other amounts shall accrue on the amounts deposited pursuant to the first sentence of this clause (v), they shall accrue for the benefit of and shall be paid to the Unrestricted Subsidiary. The Unrestricted Subsidiary shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the account into which such amounts are deposited. Each Deemed Repayment shall be in an amount equal to (A) the applicable Cash Repayment, multiplied by (B) a fraction, the numerator of which is the Unrestricted Subsidiary’s Commitment Percentage and the denominator of which is the aggregate Commitment Percentage of the other Lenders. Notwithstanding anything to the contrary set forth above, if immediately prior to giving effect to any such payment or prepayment in respect of any Revolving Loans, the outstanding principal amount of Revolving Loans shall not be held by the Lenders (including the Unrestricted Subsidiary) pro rata in accordance with their Commitments, then such payment or repayment shall be applied to the Revolving Loans of the Lenders (other than the Unrestricted Subsidiary) in such manner as shall result, as nearly as practicable, in the outstanding principal amounts of the Revolving Loans being held by such Lenders pro rata in accordance with their respective Commitments; provided, however, the Unrestricted Subsidiary shall only receive Deemed Repayments and shall not receive any payments in cash until all amounts on account of Obligations then owing to the other Lenders have been paid in full and their Commitments have been terminated in accordance with the terms of this Agreement.

Funding of Swingline Loans and Letters of Credit. (a) Prior to or simultaneously with the Borrower Representative delivering any Notice of Swingline Borrowing under Section 2.4. 2.3 or the issuance of a Letter of Credit requested by the Borrower Representative under Section 2.3.2.4, in each case subsequent to the Unrestricted Subsidiary acquiring an Unrestricted Subsidiary Loan, and (b) with respect to any Swingline Loan and/or any Letter of Credit outstanding on or prior to the date the Unrestricted Subsidiary acquires an Unrestricted Subsidiary Loan, the Unrestricted Subsidiary shall deposit with the Administrative Agent all amounts that the Unrestricted Subsidiary may be required to fund as a Lender under such Sections as determined by the Administrative Agent in its reasonable discretion. On the date that any Swingline Loan is funded, or if a drawing pursuant to any Letter of Credit occurs, as applicable, the Administrative Agent is authorized to use the monies deposited pursuant to this clause (v) to fund the Unrestricted Subsidiary’s share of such Swingline Loan or drawing, or to make payment to the Administrative Agent in accordance with Section 2.3.2.4, as applicable and on such date the Unrestricted Subsidiary shall be deemed to have made Revolving Loans to the applicable Borrower in an amount equal to the amount applied by the Administrative Agent pursuant to this sentence. Notwithstanding anything to the contrary contained in any Loan Document, Lenders other than the Unrestricted Subsidiary shall not in any event be liable in any way for the Unrestricted Subsidiary’s failure to fund amounts that it is required to fund as a Lender under the Loan Documents. To the extent that any interest or other amounts shall accrue on the amounts deposited pursuant to the first sentence of this clause (v), they shall accrue for the benefit of and shall be paid to the Unrestricted Subsidiary. The Unrestricted Subsidiary shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s 's administration of the account into which such amounts are deposited. Each Deemed Repayment shall be in an amount equal to (A) the applicable Cash Repayment, multiplied by (B) a fraction, the numerator of which is the Unrestricted Subsidiary’s Commitment Percentage and the denominator of which is the aggregate Commitment Percentage of the other Lenders. Notwithstanding anything to the contrary set forth above, if immediately prior to giving effect to any such payment or prepayment in respect of any Revolving Loans, the outstanding principal amount of Revolving Loans shall not be held by the Lenders (including the Unrestricted Subsidiary) pro rata in accordance with their Commitments, then such payment or repayment shall be applied to the Revolving Loans of the Lenders (other than the Unrestricted Subsidiary) in such manner as shall result, as nearly as practicable, in the outstanding principal amounts of the Revolving Loans being held by such Lenders pro rata in accordance with their respective Commitments; provided, however, the Unrestricted Subsidiary shall only receive Deemed Repayments and shall not receive any payments in cash until all amounts on account of Obligations then owing to the other Lenders have been paid in full and their Commitments have been terminated in accordance with the terms of this Agreement.

Funding of Swingline Loans and Letters of Credit. (a) Prior to or simultaneously with the Borrower Representative delivering any Notice of Swingline Borrowing under Section 2.42.5. or the issuance of a Letter of Credit requested by the Borrower Representative under Section 2.32.4., in each case subsequent to the Unrestricted Subsidiary acquiring an Unrestricted Subsidiary LoanLoan in respect of the Revolving Credit Facility, and (b) with respect to any Swingline Loan and/or any Letter of Credit outstanding on or prior to the date the Unrestricted Subsidiary acquires an Unrestricted Subsidiary LoanLoan in respect of the Revolving Credit Facility and as a condition to the extension or issuance of (or amendment or modification to) such Swingline Loan or Letter of Credit (and no Issuing Bank or Swingline Lender shall have any obligation to extend, issue, amend or modify any Swingline Loan or Letter of Credit until), the Unrestricted Subsidiary shall deposit with the Administrative Agent Agent, as cash collateral for the benefit of the relevant Issuing Bank and/or Swingline Lender, as secured parties in respect of such cash collateral, all amounts that the Unrestricted Subsidiary may be required to fund as a Lender under such Sections as determined by the Administrative Agent in its reasonable discretion. On the date that any Swingline Loan is funded, or if a drawing pursuant to any Letter of Credit occurs, as applicable, the Administrative Agent is authorized to use the monies deposited pursuant to this clause (v) to fund the Unrestricted Subsidiary’s share of such Swingline Loan or drawing, or to make payment to the Administrative Agent in accordance with Section 2.32.4., as applicable and on such date the Unrestricted Subsidiary shall be deemed to have made Revolving Loans to the applicable Borrower in an amount equal to the amount applied by the Administrative Agent pursuant to this sentence. Notwithstanding anything to the contrary contained in any Loan Document, Lenders other than the Unrestricted Subsidiary shall not in any event be liable in any way for the Unrestricted Subsidiary’s failure to fund amounts that it is required to fund as a Lender under the Loan Documents. To the extent that any interest or other amounts shall accrue on the amounts deposited pursuant to the first sentence of this clause (v), they shall accrue for the benefit of and shall be paid to the Unrestricted Subsidiary. The Unrestricted Subsidiary shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the account into which such amounts are deposited. Each Deemed Repayment shall be in an amount equal to (A) the applicable Cash Repayment, multiplied by (B) a fraction, the numerator of which is the Unrestricted Subsidiary’s Revolving Commitment Percentage in the case of Revolving Loans, or Term Loan Commitment Percentage in the case of Term Loans, and the denominator of which is the aggregate Revolving Commitment Percentage Percentages in the case of Revolving Loans, or Term Loan Commitment Percentages in the case of Term Loans, of the other Lenders. Notwithstanding anything to the contrary set forth above, if immediately prior to giving effect to any such payment or prepayment in respect of any Revolving Loans or Term Loans, the outstanding principal amount of Revolving Loans or Term Loans, as applicable, shall not be held by the Lenders (including the Unrestricted Subsidiary) pro rata in accordance with their Revolving Commitments or Term Loan Commitments, as applicable, then such payment or repayment shall be applied to the Revolving Loans or Term Loans of the Lenders (other than the Unrestricted Subsidiary) in such manner as shall result, as nearly as practicable, in the outstanding principal amounts of the Revolving Loans or Term Loans, as applicable, being held by such Lenders pro rata in accordance with their respective Revolving Commitments or Term Loan Commitments, as applicable; provided, however, the Unrestricted Subsidiary shall only receive Deemed Repayments and shall not receive any payments in cash until all amounts on account of Obligations then owing to the other Lenders have been paid in full and their Commitments have been terminated in accordance with the terms of this Agreement.

Funding of Swingline Loans and Letters of Credit. (a) Prior to or simultaneously with the Borrower Representative delivering any Notice of Swingline Borrowing under Section 2.42.5. or the issuance of a Letter of Credit requested by the Borrower Representative under Section 2.32.4., in each case subsequent to the Unrestricted Subsidiary acquiring an Unrestricted Subsidiary LoanLoan in respect of the Revolving Credit Facility, and (b) with respect to any Swingline Loan and/or any Letter of Credit outstanding on or prior to the date the Unrestricted Subsidiary acquires an Unrestricted Subsidiary LoanLoan in respect of the Revolving Credit Facility, the Unrestricted Subsidiary shall deposit with the Administrative Agent all amounts that the Unrestricted Subsidiary may be required to fund as a Lender under such Sections as determined by the Administrative Agent in its reasonable discretion. On the date that any Swingline Loan is funded, or if a drawing pursuant to any Letter of Credit occurs, as applicable, the Administrative Agent is authorized to use the monies deposited pursuant to this clause (v) to fund the Unrestricted Subsidiary’s share of such Swingline Loan or drawing, or to make payment to the Administrative Agent in accordance with Section 2.32.4., as applicable and on such date the Unrestricted Subsidiary shall be deemed to have made Revolving Loans to the applicable Borrower in an amount equal to the amount applied by the Administrative Agent pursuant to this sentence. Notwithstanding anything to the contrary contained in any Loan Document, Lenders other than the Unrestricted Subsidiary shall not in any event be liable in any way for the Unrestricted Subsidiary’s failure to fund amounts that it is required to fund as a Lender under the Loan Documents. To the extent that any interest or other amounts shall accrue on the amounts deposited pursuant to the first sentence of this clause (v), they shall accrue for the benefit of and shall be paid to the Unrestricted Subsidiary. The Unrestricted Subsidiary shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the account into which such amounts are deposited. Each Deemed Repayment shall be in an amount equal to (A) the applicable Cash Repayment, multiplied by (B) a fraction, the numerator of which is the Unrestricted Subsidiary’s Revolving Commitment Percentage in the case of Revolving Loans, or Term Loan Commitment Percentage in the case of Term Loans, and the denominator of which is the aggregate Revolving Commitment Percentage Percentages in the case of Revolving Loans, or Term Loan Commitment Percentages in the case of Term Loans, of the other Lenders. Notwithstanding anything to the contrary set forth above, if immediately prior to giving effect to any such payment or prepayment in respect of any Revolving Loans or Term Loans, the outstanding principal amount of Revolving Loans or Term Loans, as applicable, shall not be held by the Lenders (including the Unrestricted Subsidiary) pro rata in accordance with their Revolving Commitments or Term Loan Commitments, as applicable, then such payment or repayment shall be applied to the Revolving Loans or Term Loans of the Lenders (other than the Unrestricted Subsidiary) in such manner as shall result, as nearly as practicable, in the outstanding principal amounts of the Revolving Loans or Term Loans, as applicable, being held by such Lenders pro rata in accordance with their respective Revolving Commitments or Term Loan Commitments, as applicable; provided, however, the Unrestricted Subsidiary shall only receive Deemed Repayments and shall not receive any payments in cash until all amounts on account of Obligations then owing to the other Lenders have been paid in full and their Commitments have been terminated in accordance with the terms of this Agreement.