Upon the making of a Swing Line Loan, without further action by any party hereto, each Tranche A Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Line Loan. To the extent that there is no settlement in accordance with [Section 6.10] below, the Swing Line Lender may at any time, require the Tranche A Lenders to fund their participations. From and after the date, if any, on which any Tranche A Lender has funded its participation in any Swing Line Loan, Administrative Agent shall promptly distribute to such Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interest received by Administrative Agent in respect of such Swing Line Loan.
UponThe Swingline Lender may, by written notice given to the makingAdministrative Agent on any Business Day, require each Global Tranche Lender 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 the Global Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Global Tranche Lender, specifying in such notice such Lender’s Global Tranche Percentage of such Swingline Loan or Loans. Each Global Tranche Lender hereby unconditionally and irrevocably agrees, upon receipt of such notice from the Administrative Agent as provided above (and in any event, if such notice is received # by , New York City time, on a Business Day, then no later than , New York City time, on such Business Day, and # after , New York City time, on a Business Day, then no later than , New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Global Tranche Percentage of such Swingline Loan or Loans. Each Global Tranche Lender acknowledges and agrees that its obligation to acquire participations 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 Swing LineDefault or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Global Tranche Lender further acknowledges and agrees that, in making any Swingline Loan, without further action by any party hereto, each Tranche Athe Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to have irrevocably and unconditionally purchased and received from[Section 4.02]. Each Global Tranche Lender shall comply with its obligations under this paragraph by wire transfer of immediately available funds, in the Swing Line Lender, without recourse or warranty, an undivided interest and participationsame manner as provided in [Section 2.06] with respect to Loans made by such Lender (and [Section 2.06] shall apply, mutatis mutandis, to the extentpayment obligations of such Lender’s Pro Rata Share in such Swing Line Loan. To the extent that there is no settlement in accordance with [Section 6.10] below,Global Tranche Lenders under this paragraph), and the Swing Line Lender may at any time, require the Tranche A Lenders to fund their participations. From and after the date, if any, on which any Tranche A Lender has funded its participation in any Swing Line Loan, Administrative Agent shall promptly distributepay to such Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interestthe Swingline Lender the amounts so received by it from the Global Tranche Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan.Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from or on behalf of the applicable Borrower in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Global Tranche Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof.
Upon the making of a Swing Line Loan,Swingline Loan or an Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan or Overadvance), each Revolving Lender shall be deemed, without further action by any party hereto, each Tranche A Lender shall be deemed to have unconditionally and irrevocably and unconditionally purchased and received from the Swing Line Lender,Swingline Lender or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Line Loan. ToSwingline Loan or Overadvance in proportion to its Applicable Percentage of the extent that there is no settlement in accordance with [Section 6.10] below,Revolving Commitment. The Swingline Lender or the Swing Line Lender mayAdministrative Agent may, at any time, require the Tranche ARevolving Lenders to fund their participations. From and after the date, if any, on which any Tranche ARevolving Lender has fundedis required to fund its participation in any Swing Line Loan,Swingline Loan or Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, not less than weekly, such Lender’Lenders Pro Rata ShareApplicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swing Line Loan.Swingline Loan or Overadvance.
UponThe Swingline Lender may, by written notice given to the makingAdministrative Agent not later than , New York City time, on any Business Day require each Global Tranche Lender 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 the Global Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Global Tranche Lender, specifying in such notice such Lender’s Global Tranche Percentage of such Swingline Loan or Loans. Each Global Tranche Lender hereby unconditionally and irrevocably agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Global Tranche Percentage of such Swingline Loan or Loans. Each Global Tranche Lender acknowledges and agrees that its obligation to acquire participations 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 Swing Line Loan,Default or reduction or termination of the Commitments, and that each such payment shall be made without further action by any party hereto, eachoffset, abatement, withholding or reduction whatsoever. Each Global Tranche A Lender shall be deemedcomply with its obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in [Section 2.06] with respect to have irrevocably and unconditionally purchased and received from the Swing Line Lender, without recourse or warranty, an undivided interest and participationLoans made by such Lender (and [Section 2.06] shall apply, mutatis mutandis, to the extentpayment obligations of such Lender’s Pro Rata Share in such Swing Line Loan. To the extent that there is no settlement in accordance with [Section 6.10] below,Lenders), and the Swing Line Lender may at any time, require the Tranche A Lenders to fund their participations. From and after the date, if any, on which any Tranche A Lender has funded its participation in any Swing Line Loan, Administrative Agent shall promptly distributepay to such Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interestthe Swingline Lender the amounts so received by it from the Global Tranche Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan.Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from or on behalf of the applicable Borrower in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Global Tranche Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof.
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