Common use of Refinancing of Swing Line Advances Clause in Contracts

Refinancing of Swing Line Advances. (i) Each Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Revolving Credit Advance in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.02. Each Swing Line Lender shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Rate Revolving Credit Advances submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender Bank at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender Bank to so request on its behalf), that each Revolving A Lender make a Base Rate Revolving Credit Advance in an amount equal to such Revolving A Lender’s Commitment Percentage Pro Rata Share of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving A Credit Commitments Facility and the conditions set forth in Section 5.023.02. Each The Swing Line Lender Bank shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an amount equal to its Commitment Percentage Pro Rata Share of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral cash collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Borrowing, whereupon, subject to Section 2.03(c)(ii2.20(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have made a Revolving A Credit Advance that is a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line LenderBank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Revolving A Credit Borrowing in accordance with Section 2.03(c)(i2.20(c)(i), the request for a Base Rate Revolving Credit Advances Advance submitted by a the Swing Line Lender Bank as set forth herein shall be deemed to be a request by such the Swing Line Lender Bank that each of the Revolving A Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving A Lender’s payment to the Administrative Agent for the account of such the Swing Line Lender Bank pursuant to Section 2.03(c)(i2.20(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving A Lender fails to make available to the Administrative Agent for the account of the applicable Swing Line Lender Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.20(c) by the time specified in Section 2.03(c)(i2.20(c)(i), such the Swing Line Lender Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender Bank at a rate per annum equal to the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender Bank in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving A Credit Advance included in the relevant Committed Revolving A Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender Bank submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiiSection 2.20(c)(iii) shall be conclusive absent manifest error. (iv) Each Revolving A Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances Advance pursuant to this Section 2.03(c2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line LenderBank, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving A Lender’s obligation to make Revolving A Credit Advances pursuant to this Section 2.03(c2.20(c) is subject to the conditions set forth in Section 5.023.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Revolving Credit Advance in an amount equal to such Lender’s Commitment Percentage Ratable Share of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Revolving Credit Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Unused Commitments and the conditions set forth in Section 5.023.02. Each The Swing Line Lender shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Revolving Credit Borrowing promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage Ratable Share of the amount specified in such Committed Advance Notice of Revolving Credit Borrowing available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Revolving Credit Borrowing, whereupon, subject to Section 2.03(c)(ii2.17(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Revolving Credit Borrowing in accordance with Section 2.03(c)(i2.17(c)(i), the request for Base Rate Revolving Credit Advances submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i2.17(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.17(c) by the time specified in Section 2.03(c)(i2.17(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c2.17(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c2.17(c) is subject to the conditions set forth in Section 5.023.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary any Borrower (each of which hereby irrevocably authorizes such each Swing Line Lender to so request on its behalf), that each Lender make a an Alternate Base Rate Revolving Credit Pro-Rata Advance in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.023.02. Each Such Swing Line Lender shall furnish the Company or the applicable Subsidiary such Borrower with a copy of the applicable Committed Advance Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Swing Line Lender Lender’s Percentage of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Noticeaforesaid address, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a an Alternate Base Rate Revolving Credit Pro-Rata Advance to the Company or the applicable Subsidiary such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Pro-Rata Borrowing in accordance with Section 2.03(c)(i), the request for Alternate Base Rate Revolving Credit Pro-Rata Advances submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances, and each Lender’s payment to the Administrative Agent for the account of such Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the applicable any Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged greater of the Federal Funds Rate and a rate determined by such Swing Line Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may bebanking industry rules on interbank compensation. A certificate of a such Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Pro-Rata Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Pro-Rata Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.023.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender Bank at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender Bank to so request on its behalf), that each Lender Bank make a Base Rate Revolving Credit Advance in an amount equal to such LenderBank’s Commitment Percentage Swing Line Participation of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of A Borrowing for purposes hereof) and in accordance with the requirements of Section 2.022.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Commitments Section 2.01(a) and the conditions set forth in Section 5.023.02. Each The Swing Line Lender Bank shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of A Borrowing promptly after delivering such notice to the Agent. Each Lender Bank shall make an amount equal to its Commitment Percentage of Swing Line Participation with respect to the amount specified in such Committed applicable Swing Line Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office Bank not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of A Borrowing, whereupon, subject to Section 2.03(c)(ii2.19(c)(ii), each Lender Bank that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line LenderBank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Base Rate Borrowing in accordance with Section 2.03(c)(i2.19(c)(i), the request for Base Rate Revolving Credit Advances Advance submitted by a the Swing Line Lender Bank as set forth herein shall be deemed to be a request by such the Swing Line Lender Bank that each of the Lenders Banks fund its risk participation in the relevant Swing Line Advance and each LenderBank’s payment to the Agent for the account of such the Swing Line Lender Bank pursuant to Section 2.03(c)(i2.19(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender Bank fails to make available to the Agent for the account of the applicable Swing Line Lender Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.03(c2.19(c) by the time specified in Section 2.03(c)(i2.19(c)(i), such the Swing Line Lender Bank shall be entitled to recover from such Lender Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender Bank at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender Bank in connection with the foregoing. If such Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Committed Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender Bank submitted to any Lender Bank (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against any the Swing Line LenderBank, the Company, any Designated Swing Line Borrower Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.03(c2.19(c) is subject to the conditions set forth in Section 5.023.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base an Index Rate Revolving Credit Advance Loan in an amount equal to such LenderXxxxxx’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.02. Each The Swing Line Lender shall furnish the Company or Parent Borrower and the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base an Index Rate Revolving Credit Advance Loan to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Index Rate Revolving Credit Advances Loans submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Revolving Credit Advance Loan in an amount equal to such LenderXxxxxx’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.025.03. Each The Swing Line Lender shall furnish the Company or Lead Borrower and the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance Loan to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Rate Revolving Credit Advances Loans submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.025.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary any Borrower (each of which hereby irrevocably authorizes such each Swing Line Lender to so request on its behalf), that each Lender make a an Alternate Base Rate Revolving Credit Pro-Rata Advance in an amount equal to such Lender’s Commitment Percentage Lenders’ ratable portion (according to the Lenders’ respective Commitments) of the amount of the Dollar Equivalent of the Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.023.02. Each Such Swing Line Lender shall furnish the Company or the applicable Subsidiary such Borrower with a copy of the applicable Committed Advance Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Swing Line Lender Lender’s ratable portion (according to the Lenders’ respective Commitments) of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Noticeaforesaid address, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a an Alternate Base Rate Revolving Credit Pro-Rata Advance to the Company or the applicable Subsidiary such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Pro-Rata Borrowing in accordance with Section 2.03(c)(i), the request for Alternate Base Rate Revolving Credit Pro-Rata Advances submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances and each Lender’s payment to the Administrative Agent for the account of such Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the applicable any Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged greater of the Federal Funds Rate and a rate determined by such Swing Line Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may bebanking industry rules on interbank compensation. A certificate of a such Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Pro-Rata Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Pro-Rata Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.023.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower Borrowers (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Revolving Credit Advance in an amount equal to such Lender’s Commitment Percentage Pro Rata Share of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Unused Revolving Credit Commitments and the conditions set forth in Section 5.023.02. Each The Swing Line Lender shall furnish the Company or the applicable Subsidiary Borrower Borrowers with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Commitment Percentage Pro Rata Share of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Borrowing, whereupon, subject to Section 2.03(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Revolving Credit Borrowing in accordance with Section 2.03(c)(i2.04(c)(i), the request for Base Rate Revolving Credit Advances submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.04(c) by the time specified in Section 2.03(c)(i2.04(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c2.04(c) is subject to the conditions set forth in Section 5.023.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower Borrowers to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower US Borrowers (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each US Revolving Credit Lender make a Base Rate Revolving Credit Advance in an amount equal to such US Lender’s Commitment Percentage Pro Rata Share of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the US Unused Revolving Credit Commitments and the conditions set forth in Section 5.023.02. Each The Swing Line Lender shall furnish the Company or the applicable Subsidiary Borrower US Borrowers with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the US Administrative Agent. Each US Revolving Credit Lender shall make an amount equal to its Commitment Percentage Pro Rata Share of the amount specified in such Committed Advance Notice of Borrowing available to the US Administrative Agent in immediately available funds (and the US Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the US Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Borrowing, whereupon, subject to Section 2.03(c)(ii2.04(c)(ii), each US Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower Borrowers in such amount. The US Administrative Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed US Revolving Credit Borrowing in accordance with Section 2.03(c)(i2.04(c)(i), the request for Base Rate Revolving Credit Advances submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the US Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each US Revolving Credit Lender’s payment to the US Administrative Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any US Revolving Credit Lender fails to make available to the US Administrative Agent for the account of the applicable Swing Line Lender any amount required to be paid by such US Lender pursuant to the foregoing provisions of this Section 2.03(c2.04(c) by the time specified in Section 2.03(c)(i2.04(c)(i), such the Swing Line Lender shall be entitled to recover from such US Lender (acting through the US Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules or practices on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such US Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such US Lender’s Revolving Credit Advance included in the relevant Committed US Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any US Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each US Revolving Credit Lender’s obligation to make US Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each US Revolving Credit Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c2.04(c) is subject to the conditions set forth in Section 5.023.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower US Borrowers to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base an Index Rate Revolving Credit Advance Loan in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples 89 specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.02. Each The Swing Line Lender shall furnish the Company or Parent Borrower and the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base an Index Rate Revolving Credit Advance Loan to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Index Rate Revolving Credit Advances Loans submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or 90 continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender Bank at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such ​ ​ ​ the Swing Line Lender Bank to so request on its behalf), that each Lender Bank make a Base Rate Revolving Credit Advance in an amount equal to such LenderBank’s Commitment Percentage Swing Line Participation of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02‎Section 2.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Commitments ‎Section 2.01(a) and the conditions set forth in Section 5.02‎Section 3.02. Each The Swing Line Lender Bank shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Revolving Borrowing promptly after delivering such notice to the Agent. Each Lender Bank shall make an amount equal to its Commitment Percentage of Swing Line Participation with respect to the amount specified in such Committed applicable Swing Line Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office Bank not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Revolving Borrowing, whereupon, subject to Section 2.03(c)(ii‎Section 2.19(c)(ii), each Lender Bank that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line LenderBank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Base Rate Borrowing in accordance with Section 2.03(c)(i‎Section 2.19(c)(i), the request for Base Rate Revolving Credit Advances Advance submitted by a the Swing Line Lender Bank as set forth herein shall be deemed to be a request by such the Swing Line Lender Bank that each of the Lenders Banks fund its risk participation in the relevant Swing Line Advance and each LenderBank’s payment to the Agent for the account of such the Swing Line Lender Bank pursuant to Section 2.03(c)(i‎Section 2.19(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender Bank fails to make available to the Agent for the account of the applicable Swing Line Lender Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.03(c‎Section 2.19(c) by the time specified in Section 2.03(c)(i‎Section 2.19(c)(i), such the Swing Line Lender Bank shall be entitled to recover from such Lender Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender Bank at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender Bank in connection with the foregoing. If such Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Committed Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender Bank submitted to any Lender Bank (through the Agent) with respect to any amounts owing under this clause (iii‎(iii) shall be conclusive absent manifest error.. ​ ​ (iv) Each LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c‎Section 2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against any the Swing Line LenderBank, the Company, any Designated Swing Line Borrower Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.03(c‎Section 2.19(c) is subject to the conditions set forth in Section 5.02‎Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender Bank at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender Bank to so request on its behalf), that each Lender Bank make a Base Rate Revolving Credit Advance in an amount equal to such LenderBank’s Commitment Percentage Swing Line Participation of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of Section 2.022.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Commitments Section 2.01(a) and the conditions set forth in Section 5.023.02. Each The Swing Line Lender Bank shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Revolving Borrowing promptly after delivering such notice to the Agent. Each Lender Bank shall make an amount equal to its Commitment Percentage of Swing Line Participation with respect to the amount specified in such Committed applicable Swing Line Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office Bank not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Revolving Borrowing, whereupon, subject to Section 2.03(c)(ii2.19(c)(ii), each Lender Bank that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line LenderBank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Base Rate Borrowing in accordance with Section 2.03(c)(i2.19(c)(i), the request for Base Rate Revolving Credit Advances Advance submitted by a the Swing Line Lender Bank as set forth herein shall be deemed to be a request by such the Swing Line Lender Bank that each of the Lenders Banks fund its risk participation in the relevant Swing Line Advance and each LenderBank’s payment to the Agent for the account of such the Swing Line Lender Bank pursuant to Section 2.03(c)(i2.19(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender Bank fails to make available to the Agent for the account of the applicable Swing Line Lender Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.03(c2.19(c) by the ​ ​ time specified in Section 2.03(c)(i2.19(c)(i), such the Swing Line Lender Bank shall be entitled to recover from such Lender Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender Bank at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender Bank in connection with the foregoing. If such Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Committed Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender Bank submitted to any Lender Bank (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.. ​ (iv) Each LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against any the Swing Line LenderBank, the Company, any Designated Swing Line Borrower Company or any other Person for any reason whatsoever, (B) (B) the occurrence or continuance of a Default, or (C) (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.03(c2.19(c) is subject to the conditions set forth in Section 5.023.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.. ​

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base an Index Rate Revolving Credit Advance Loan in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.02. Each Swing Line Lender shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender.Commitment (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Index Rate Revolving Credit Advances Loans submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.or

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender Bank at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender Bank to so request on its behalf), that each Lender Bank make a Base Rate Revolving Credit Advance in an amount equal to such LenderBank’s Commitment Percentage Swing Line Participation of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02‎Section 2.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion limitations set forth in the final sentence of the Revolving Credit Commitments ‎Section 2.01(a) and the conditions set forth in Section 5.02‎Section 3.02. Each The Swing Line Lender Bank shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Revolving Borrowing promptly after delivering such notice to the Agent. Each Lender Bank shall make an amount equal to its Commitment Percentage of Swing Line Participation with respect to the amount specified in such Committed applicable Swing Line Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office Bank not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Revolving Borrowing, whereupon, subject to Section 2.03(c)(ii‎Section 2.19(c)(ii), each Lender Bank that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line LenderBank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Base Rate Borrowing in accordance with Section 2.03(c)(i‎Section 2.19(c)(i), the request for Base Rate Revolving Credit Advances Advance submitted by a the Swing Line Lender Bank as set forth herein shall be deemed to be a request by such the Swing Line Lender Bank that each of the Lenders Banks fund its risk participation in the relevant Swing Line Advance and each LenderBank’s payment to the Agent for the account of such the Swing Line Lender Bank pursuant to Section 2.03(c)(i‎Section 2.19(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender Bank fails to make available to the Agent for the account of the applicable Swing Line Lender Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.03(c‎Section 2.19(c) by the time specified in Section 2.03(c)(i‎Section 2.19(c)(i), such the Swing Line Lender Bank shall be entitled to recover from such Lender Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender Bank at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender Bank in connection with the foregoing. If such Lender Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such LenderBank’s Revolving Credit Base Rate Advance included in the relevant Committed Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender Bank submitted to any Lender Bank (through the Agent) with respect to any amounts owing under this clause (iii‎(iii) shall be conclusive absent manifest error. (iv) Each LenderBank’s obligation to make Revolving Credit Base Rate Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c‎Section 2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender Bank may have against any the Swing Line LenderBank, the Company, any Designated Swing Line Borrower Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each LenderBank’s obligation to make Revolving Credit Base Rate Advances pursuant to this Section 2.03(c‎Section 2.19(c) is subject to the conditions set forth in Section 5.02‎Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base an Index Rate Revolving Credit Advance Loan in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.02. Each The Swing Line Lender shall furnish the Company or Parent Borrower and the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base an Index Rate Revolving Credit Advance Loan to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Index Rate Revolving Credit Advances Loans submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender Bank at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender Bank to so request on its behalf), that each Lender make a Base Rate Revolving Credit Advance in an amount equal to such Lender’s Commitment Percentage Pro Rata Share of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Commitments Facility and the conditions set forth in Section 5.023.02. Each The Swing Line Lender Bank shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Commitment Percentage Pro Rata Share of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral cash collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Borrowing, whereupon, subject to Section 2.03(c)(ii2.20(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance to the Company or the applicable Subsidiary Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line LenderBank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Revolving Credit Borrowing in accordance with Section 2.03(c)(i2.20(c)(i), the request for a Base Rate Revolving Credit Advances Advance submitted by a the Swing Line Lender Bank as set forth herein shall be deemed to be a request by such the Swing Line Lender Bank that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Administrative Agent for the account of such the Swing Line Lender Bank pursuant to Section 2.03(c)(i2.20(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the applicable Swing Line Lender Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.20(c) by the time specified in Section 2.03(c)(i2.20(c)(i), such the Swing Line Lender Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender Bank at a rate per annum equal to the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiiSection 2.20(c)(iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances Advance pursuant to this Section 2.03(c2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line LenderBank, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c2.20(c) is subject to the conditions set forth in Section 5.023.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary any Borrower (each of which hereby irrevocably authorizes such each Swing Line Lender to so request on its behalf), that each Lender make a an Alternate Base Rate Revolving Credit Pro-Rata Advance in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.023.02. Each Such Swing Line Lender shall furnish the Company or the applicable Subsidiary such Borrower with a copy of the applicable Committed Advance Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Swing Line Lender Lender’s Percentage of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Noticeaforesaid address, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a an Alternate Base Rate Revolving Credit Pro-Rata Advance to the Company or the applicable Subsidiary such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Pro- Rata Borrowing in accordance with Section 2.03(c)(i), the request for Alternate Base Rate Revolving Credit Pro-Rata Advances submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances, and each Lender’s payment to the Administrative Agent for the account of such Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the applicable any Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged greater of the Federal Funds Rate and a rate determined by such Swing Line Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may bebanking industry rules on interbank compensation. A certificate of a such Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Pro-Rata Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Pro-Rata Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.Section

Refinancing of Swing Line Advances. (i) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary any Borrower (each of which hereby irrevocably authorizes such each Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Revolving Credit an ABR Advance in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.022.2, without regard to the minimum and multiples specified therein for the principal amount of Base Rate ABR Advances, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.024.2. Each Such Swing Line Lender shall furnish the Company or the applicable Subsidiary such Borrower with a copy of the applicable Committed Advance Notice written notice of borrowing promptly after delivering such notice to the Agent. Each Lender shall shall, before 1:00 p.m. (New York time) on the date of such borrowing, make an amount equal to available for the account of its Commitment Percentage of the amount specified in such Committed Advance Notice available applicable Lending Installation to the Agent at its address referred to in immediately available Section 13.1, in same day funds, such Lender’s ratable portion (according to the Lenders’ respective Commitments) of such ABR Advance. After the Agent’s receipt of such funds (and upon fulfillment of the applicable conditions set forth in Article IV, the Agent may apply Cash Collateral will make such funds available with respect to the applicable Swing Line Advance) Lender for the account of such Swing Line Lender Borrower at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Noticeaforesaid address, whereupon, subject to Section 2.03(c)(ii2.17(d)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit an ABR Advance to the Company or the applicable Subsidiary such Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing an ABR Advance in accordance with Section 2.03(c)(i2.17(d)(i), the request for Base Rate Revolving Credit ABR Advances submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders Lender fund its risk participation in the relevant Swing Line Advance Advances and each Lender’s payment to the Agent for the account of such Swing Line Lender pursuant to Section 2.03(c)(i2.17(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable any Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.17(d) by the time specified in Section 2.03(c)(i2.17(d)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged greater of the Federal Funds Effective Rate and a rate determined by such Swing Line Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may bebanking industry rules on interbank compensation. A certificate of a such Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit ABR Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c2.17(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a an Unmatured Default or Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit ABR Advances pursuant to this Section 2.03(c2.17(d) is subject to the conditions set forth in Section 5.024.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary any Borrower (each of which hereby irrevocably authorizes such each Swing Line Lender to so request on its behalf), that each Lender make a an Alternate Base Rate Revolving Credit Pro-Rata Advance in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances made by such Swing Line Lender then outstandingoutstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Pro-Rata Borrowing for purposes hereof) and in accordance with the requirements of Section Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Alternate Base Rate Pro-Rata Advances, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.023.02. Each Such Swing Line Lender shall furnish the Company or the applicable Subsidiary such Borrower with a copy of the applicable Committed Advance Notice of Pro-Rata Borrowing promptly after delivering such notice to the Administrative Agent. Each Lender shall shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Swing Line Lender Lender’s Percentage of such Pro-Rata Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Noticeaforesaid address, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a an Alternate Base Rate Revolving Credit Pro-Rata Advance to the Company or the applicable Subsidiary such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Rate Revolving Credit Advances submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base an Index Rate Revolving Credit Advance Loan in an amount equal to such LenderXxxxxx’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.02. Each The Swing Line Lender shall furnish the Company or Parent Borrower and the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base an Index Rate Revolving Credit Advance Loan to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Rate Revolving Credit Advances submitted by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender Bank at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender Bank to so request on its behalf), that each Revolving Lender make a Base Rate Revolving Credit Advance in an amount equal to such Revolving Lender’s Commitment Percentage Pro Rata Share of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Commitments Facility and the conditions set forth in Section 5.023.02. Each The Swing Line Lender Bank shall furnish the Company or the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Commitment Percentage Pro Rata Share of the amount specified in such Committed Advance Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral cash collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender Bank at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance NoticeNotice of Borrowing, whereupon, subject to Section 2.03(c)(ii2.20(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance that is a Base Rate Advance to the Company or the applicable Subsidiary Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line LenderBank. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Revolving Credit Borrowing in accordance with Section 2.03(c)(i2.20(c)(i), the request for a Base Rate Revolving Credit Advances Advance submitted by a the Swing Line Lender Bank as set forth herein shall be deemed to be a request by such the Swing Line Lender Bank that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Lender’s payment to the Administrative Agent for the account of such the Swing Line Lender Bank pursuant to Section 2.03(c)(i2.20(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable Swing Line Lender Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.20(c) by the time specified in Section 2.03(c)(i2.20(c)(i), such the Swing Line Lender Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender Bank at a rate per annum equal to the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiiSection 2.20(c)(iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances Advance pursuant to this Section 2.03(c2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line LenderBank, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c2.20(c) is subject to the conditions set forth in Section 5.023.02 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line Borrower to repay the applicable Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Appropriate Lender make (i) with respect to U.S. Swing Line Advances, a Base Rate Revolving Credit Advance in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent U.S. Swing Line Advances then outstanding and (ii) with respect to German Swing Line Advances, a Foreign Base Rate Advance in an amount equal to such Lender’s Commitment Percentage of the amount of German Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Index Rate AdvancesLoans, but subject to the unutilized portion of the U.S. Revolving Credit Commitments Commitment or the German Revolving Credit Commitment, as applicable, and the conditions set forth in Section 5.02. Each The Swing Line Lender shall furnish the Company or Parent Borrower and the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Appropriate Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base an Index Rate Revolving Credit Advance Loan to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Rate Revolving Credit Advances or Foreign Base Rate Advances, as applicable, submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Appropriate Lenders fund its risk participation in the relevant Swing Line Advance and each such Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.

Refinancing of Swing Line Advances. (i) Each The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company or, if the applicable Designated Swing Line Borrower is a Subsidiary Borrower, on behalf of such Subsidiary Borrower (which hereby irrevocably authorizes such the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Revolving Credit Advance Loan in an amount equal to such Lender’s Commitment Percentage of the amount of the Dollar Equivalent of the Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate AdvancesLoans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.025.03. Each The Swing Line Lender shall furnish the Company or Lead Borrower and the applicable Subsidiary Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of such the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Advance Loan to the Company or the applicable Subsidiary Borrower in such amount. The Agent shall remit the funds so received to the applicable Swing Line Lender. (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Rate Revolving Credit Advances Loans submitted by a the Swing Line Lender as set forth herein shall be deemed to be a request by such the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender’s payment to the Agent for the account of such the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Agent for the account of the applicable Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), such the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by such the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of a the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Company, any Designated Swing Line Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.025.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or the applicable Designated Swing Line any Borrower to repay Swing Line Advances, together with interest as provided herein.