Common use of Participations in Applicable Tranche Swingline Loans Clause in Contracts

Participations in Applicable Tranche Swingline Loans. (a) Each Applicable Tranche Swingline Bank shall provide written notice to the Administrative Agent of any outstanding Applicable Tranche Swingline Loan and either (i) in the case of an Applicable Tranche Swingline Loan that is not an Applicable Tranche Covering Swingline Loan, the Applicable Banks in the respective Applicable Tranche shall acquire participating interests in any outstanding Applicable Tranche Swingline Loan pro rata in accordance with their respective Applicable Tranche Commitments and Applicable Percentage thereof or (ii) in the case of an Applicable Tranche Covering Swingline Loan, the Applicable Banks in the respective Applicable Tranche that failed to timely make available the Applicable Tranche Revolving Loans covered by such Applicable Tranche Covering Swingline Loan shall acquire participating interests in such Applicable Tranche Covering Swingline Loan pro rata in accordance with such Applicable Tranche Revolving Loans that such Applicable Bank did not timely make available, in either event, not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which an Applicable Tranche Swingline Loan is made by such Applicable Tranche Swingline Bank. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Applicable Bank, specifying in such notice such Applicable Bank’s share of such Applicable Tranche Swingline Loan. Each Applicable Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Applicable Tranche Swingline Bank, such Bank’s share of such Applicable Tranche Swingline Loan. Each Applicable Bank acknowledges and agrees that its obligation to acquire participating interests in Applicable Tranche 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 Applicable Tranche Commitments or the Aggregate Applicable Tranche Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Applicable 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 Applicable Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Applicable Banks), and the Administrative Agent shall promptly pay to such Applicable Tranche Swingline Bank the amounts so received by it from the Applicable Banks. The Administrative Agent shall notify the Company of any participating interest in any Applicable Tranche Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf of the Company) in respect of an Applicable Tranche Swingline Loan after receipt by the Applicable Tranche Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Applicable Banks that shall have made their payments pursuant to this Section and to the Applicable Tranche Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests in an Applicable Tranche Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.

Participations in Applicable Tranche Swingline Loans. (a) Each Applicable Tranche Swingline Bank shall provide written notice to the Administrative Agent of any outstanding Applicable Tranche Swingline Loan and either (i) in the case of an Applicable Tranche Swingline Loan that is not an Applicable Tranche Covering Swingline Loan, the Applicable Banks in the respective Applicable Tranche shall acquire participating interests in any outstanding Applicable Tranche Swingline Loan pro rata in accordance with their respective 45 Applicable Tranche Commitments and Applicable Percentage thereof or (ii) in the case of an Applicable Tranche Covering Swingline Loan, the Applicable Banks in the respective Applicable Tranche that failed to timely make available the Applicable Tranche Revolving Loans covered by such Applicable Tranche Covering Swingline Loan shall acquire participating interests in such Applicable Tranche Covering Swingline Loan pro rata in accordance with such Applicable Tranche Revolving Loans that such Applicable Bank did not timely make available, in either event, not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which an Applicable Tranche Swingline Loan is made by such Applicable Tranche Swingline Bank. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Applicable Bank, specifying in such notice such Applicable Bank’s share of such Applicable Tranche Swingline Loan. Each Applicable Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Applicable Tranche Swingline Bank, such Bank’s share of such Applicable Tranche Swingline Loan. Each Applicable Bank acknowledges and agrees that its obligation to acquire participating interests in Applicable Tranche 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 Applicable Tranche Commitments or the Aggregate Applicable Tranche Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Applicable 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 Applicable Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Applicable Banks), and the Administrative Agent shall promptly pay to such Applicable Tranche Swingline Bank the amounts so received by it from the Applicable Banks. The Administrative Agent shall notify the Company of any participating interest in any Applicable Tranche Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf of the Company) in respect of an Applicable Tranche Swingline Loan after receipt by the Applicable Tranche Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Applicable Banks that shall have made their payments pursuant to this Section and to the Applicable Tranche Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests in an Applicable Tranche Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.

Participations in Applicable Tranche Swingline Loans. (a) Each Applicable Tranche Swingline Bank shall provide written notice to the Administrative Agent of any outstanding Applicable Tranche Swingline Loan and either (i) in the case of an Applicable Tranche Swingline Loan that is not an Applicable Tranche Covering Swingline Loan, the Applicable Banks in the respective Applicable Tranche shall acquire participating interests in any outstanding Applicable 50746764_11 Tranche Swingline Loan pro rata in accordance with their respective Applicable Tranche Commitments and Applicable Percentage thereof or (ii) in the case of an Applicable Tranche Covering Swingline Loan, the Applicable Banks in the respective Applicable Tranche that failed to timely make available the Applicable Tranche Revolving Loans covered by such Applicable Tranche Covering Swingline Loan shall acquire participating interests in such Applicable Tranche Covering Swingline Loan pro rata in accordance with such Applicable Tranche Revolving Loans that such Applicable Bank did not timely make available, in either event, not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which an Applicable Tranche Swingline Loan is made by such Applicable Tranche Swingline Bank. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Applicable Bank, specifying in such notice such Applicable Bank’s share of such Applicable Tranche Swingline Loan. Each Applicable Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Applicable Tranche Swingline Bank, such Bank’s share of such Applicable Tranche Swingline Loan. Each Applicable Bank acknowledges and agrees that its obligation to acquire participating interests in Applicable Tranche 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 Applicable Tranche Commitments or the Aggregate Applicable Tranche Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Applicable 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 Applicable Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Applicable Banks), and the Administrative Agent shall promptly pay to such Applicable Tranche Swingline Bank the amounts so received by it from the Applicable Banks. The Administrative Agent shall notify the Company of any participating interest in any Applicable Tranche Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf of the Company) in respect of an Applicable Tranche Swingline Loan after receipt by the Applicable Tranche Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Applicable Banks that shall have made their payments pursuant to this Section and to the Applicable Tranche Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests in an Applicable Tranche Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.