Common use of Refunding of or Participation Interest in Swing Line Advances Clause in Contracts

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks (including the Swing Line Bank in its capacity as a Bank) to make an Advance of the Revolving Credit to Company, in an amount equal to such Bank’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii), each Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrowers (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrowers, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrowers or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvancePrime-based Advances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrowers (which hereby irrevocably directs direct the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrowers, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrowers or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. (Detroit time time) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Lenders (including the Swing Line Bank Lender in its capacity as a BankLender) to make an Advance of the Revolving Credit Loan to CompanyBorrower, in an amount equal to such BankLender’s Percentage Pro Rata Share of the Revolving Commitment of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the The applicable Advance of the Revolving Credit Loan Advances used to refund such any Swing Line Advance Advances shall be a Alternate Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof2.9(c)(ii), the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.9(c)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an a Revolving Loan Advance of the Revolving Credit are then satisfied (but subject to Section 2.5(e)(iii2.9(c)(iii)), each Bank Revolving Lender shall make the proceeds of its Revolving Loan Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a2.1(c) hereof prior to 11:00 a.m. Detroit time 12:00 p.m. on the Business Banking Day next succeeding the date such notice is given (which must be a Banking Day), in immediately available funds. The proceeds of such Revolving Loan Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Agent in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank Agent shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j7.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii2.5(d)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Agent at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 9.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Lenders (including the Swing Line Bank Lender in its capacity as a BankLender) to make an Advance of the Revolving Credit Loan to CompanyBorrower, in an amount equal to such BankXxxxxx’s Percentage Pro Rata Share of the Revolving Commitment of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the The applicable Advance of the Revolving Credit Loan Advances used to refund such any Swing Line Advance Advances shall be a Alternate Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof2.9(c)(ii), the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.9(c)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an a Revolving Loan Advance of the Revolving Credit are then satisfied (but subject to Section 2.5(e)(iii2.9(c)(iii)), each Bank Revolving Lender shall make the proceeds of its Revolving Loan Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a2.1(c) hereof prior to 11:00 a.m. Detroit time 12:00 p.m. on the Business Banking Day next succeeding the date such notice is given (which must be a Banking Day), in immediately available funds. The proceeds of such Revolving Loan Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (ia) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the The applicable Advance of the Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a US Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.6(5)(b) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j8.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.6(5)(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii2.6(5)(b)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a2.5(1) hereof prior to 11:00 a.m. Detroit time (Toronto time) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs direct the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Administrative Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Administrative Agent to act on its their behalf) request each of the Banks Lenders (including the Swing Line Bank Lender in its capacity as a BankLender) to make an Advance of the Revolving Credit Loan to CompanyBorrower, in an amount equal to such BankLender’s Percentage Pro Rata Share of the Commitment of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the The applicable Advance of the Revolving Credit Loan Advances used to refund such any Swing Line Advance Advances shall be a Alternate Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.9(c)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.9(c)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an a Revolving Loan Advance of the Revolving Credit are then satisfied (but subject to Section 2.5(e)(iii2.9(c)(iii)), each Bank Lender shall make the proceeds of its Revolving Loan Advance of the Revolving Credit available to the Administrative Agent for the benefit of the Swing Line Bank Lender at the office of the Administrative Agent specified in Section 2.4(a2.1(c) hereof prior to 11:00 a.m. Detroit 12:00 p.m. California time on the Business Banking Day next succeeding the date such notice is given (which must be a Banking Day), in immediately available funds. The proceeds of such Revolving Loan Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Agent in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank Agent shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j7.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii2.5(d)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Agent at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 9.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 10:00 a.m. Detroit Pacific time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks (including the Swing Line Bank in its capacity as a Bank) to make an Advance of the Revolving Credit to the Company, in an amount equal to such Bank’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”); provided however that Swing Line Advances which are carried at the Quoted Rate which are converted to Revolving Credit Advances at the request of the Agent at a time when no Default or Event of Default has occurred and is continuing, shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank against the Company or the Banks as a consequence of such conversion. In the case of each Refunded Swing Line Advance, Advance the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii), each Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to in accordance with the provisions of Section 10.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company Borrower (each of which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”); provided, however, that Swing Line Advances which are carried at the Quoted Rate or the Eurocurrency-based Rate which are converted to Revolving Credit Advances at the request of the Agent at a time when no Default or Event of Default has occurred and is continuing, shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the Swing Line Lender against Borrower or the Revolving Credit Lenders as a consequence of such conversion. In the case of each Refunded Swing Line AdvanceAdvance outstanding, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any of the events described in Section 9.1(j9.1(k) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii2.5(d)(iii), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to in accordance with the provisions of Section 10.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrowers (which hereby irrevocably directs direct the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrowers, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against Borrowers or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvancePrime-based Advances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (ia) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Bank (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an a Prime-based Advance of the Revolving Credit to Company, in an amount equal to such Revolving Credit Bank’s 's Percentage of the principal amount of the aggregate Swing Line Advances (the "Refunded Swing Line Advances") outstanding on the date such notice is given given; PROVIDED that (the “Refunded i) at any time as there shall be a Swing Line Advances”Advance outstanding for more than thirty days, the Agent shall, on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf). In , promptly request each Revolving Credit Bank (including the case of each Refunded Swing Line Advance, the applicable Bank) to make a Prime-based Advance of the Revolving Credit used in an amount equal to refund such Revolving Credit Bank's Percentage of the principal amount of such outstanding Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded and (ii) Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against be prepaid by the Company for any unpaid interest or fees in respect thereof accrued to accordance with the date provisions of such refundingSection 5.7 hereof. Unless any of the events described in Section 9.1(j10.1(j) hereof shall have occurred (in which event the procedures of subparagraph paragraph (iib) of this Section 2.5(e) 4.5 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied but subject to Section 2.5(e)(iii)satisfied, each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time time, in funds immediately available on the Business Day next succeeding the date such notice is given in immediately available fundsgiven. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company US Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Lenders (including the Swing Line Bank Lender in its capacity as a BankLender under the Revolving Credit) to make an Advance of the Revolving Credit to Company, the US Borrower in an amount equal to such BankLender’s Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “"Refunded Swing Line Advances”"). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.6(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company US Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j8.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.6(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii2.6(e)(iii)), each Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit Eastern Standard time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Administrative Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrowers (which hereby irrevocably directs direct the Administrative Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrowers, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided, however, that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrowers or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Administrative Agent for the benefit of the Swing Line Bank Lender at the office of the Administrative Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (Detroit, Michigan time) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvancePrime-based Advances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 10:00 a.m. Detroit Pacific time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) on behalf of the Company Borrowers (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks (including the Swing Line Bank in its capacity as a Bank) to make an Advance of the Revolving Credit to CompanyBorrowers, in an amount equal to such Bank’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). Such request of the Banks will be made by the Agent in the event a Swing Line Advance remains unpaid for a period of thirty (30) days. In the case of each Refunded Swing Line Advance, Advance the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j8.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii2.5(d)(iii), each Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit Eastern Standard time (for Domestic Advances) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to in accordance with the provisions of Section 10.1 9.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (ia) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Bank (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an a Prime-based Advance of the Revolving Credit to Company, in an amount equal to such Revolving Credit Bank’s 's Percentage of the principal amount of the aggregate Swing Line Advances (the "Refunded Swing Line Advances") outstanding on the date such notice is given given; provided that (the “Refunded i) at any time as there shall be a Swing Line Advances”Advance outstanding for more than thirty days, the Agent shall, on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf). In , promptly request each Revolving Credit Bank (including the case of each Refunded Swing Line Advance, the applicable Bank) to make a Prime-based Advance of the Revolving Credit used in an amount equal to refund such Revolving Credit Bank's Percentage of the principal amount of such outstanding Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded and (ii) Swing Line Advances or shall be prepaid by the purchase Borrower in accordance with the provisions of a participation interest in Swing Line Advances under Section 2.5(e)(ii) 5.7 hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j10.1(j) hereof shall have occurred (in which event the procedures of subparagraph paragraph (iib) of this Section 2.5(e) 4.5 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied but subject to Section 2.5(e)(iii)satisfied, each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time time, in funds immediately available on the Business Day next succeeding the date such notice is given in immediately available fundsgiven. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company US Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Lenders (including the Swing Line Bank Lender in its capacity as a BankLender under the Revolving Credit) to make an Advance of the Revolving Credit to Company, the US Borrower in an amount equal to such BankLender’s Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.6(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company US Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j8.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.6(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii2.6(e)(iii)), each Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit Eastern Standard time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrowers (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Revolving Credit Banks (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an Advance of the Revolving Credit to Companythe Borrowers, in an amount equal to such Revolving Credit Bank’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”); provided however that the Swing Line Advances which are carried at the Quoted Rate which are converted to Revolving Credit Advances at the request of the Agent at a time when no Default or Event of Default has occurred and is continuing, shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank against the Borrowers or the Revolving Credit Banks as a consequence of such conversion. In the case of each Refunded Swing Line Advance, Advance the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii2.5(d)(iii), each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to in accordance with the provisions of Section 10.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (ia) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Bank (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an a Prime-based Advance of the Revolving Credit to Company, in an amount equal to such Revolving Credit Bank’s 's Percentage of the principal amount of the aggregate Swing Line Advances (the "Refunded Swing Line Advances") outstanding on the date such notice is given given; provided that (the “Refunded i) at any time as there shall be a Swing Line Advances”Advance outstanding for more than thirty days, the Agent shall, on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf). In , promptly request each Revolving Credit Bank (including the case Swing Line Bank) to make a Revolving Credit Advance in an amount equal to such Revolving Credit Bank's Percentage of each Refunded the principal amount of such outstanding Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded (ii) Swing Line Advances may be prepaid by the Borrower in accordance with the provisions of Section 5.7 or Section 12.1 hereof and (iii) Quoted Rate Advances which are converted to Revolving Credit Advances at the purchase request of the Agent at a participation interest in Swing Line Advances under time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding5.7. Unless any of the events described in Section 9.1(j10.1(j) hereof shall have occurred (in which event the procedures of subparagraph paragraph (iib) of this Section 2.5(e) 4.5 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied but subject to Section 2.5(e)(iii)satisfied, each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the ratable benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time time, in funds immediately available on the Business Day next succeeding the date such notice is given in immediately available fundsgiven. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The i)The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs direct the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.. 4883-0369-8472_14883-0369-8472_6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTS, MARKED BY [***], HAS BEEN OMITTED BECAUSE ACCOLADE, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO ACCOLADE, INC. IF PUBLICLY DISCLOSED. ​ ​

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrowers (which hereby irrevocably directs direct the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrowers, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the each such Advance, a “Refunded Swing Line AdvancesAdvance”). In the case of each Refunded Swing Line Advance, the The applicable Advance of the Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Table of Contents Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof), the Swing Line Bank Lender shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (Detroit, Michigan time) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 hereof11.1.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrowers (which hereby irrevocably directs direct the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to Companythe Borrowers, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the The applicable Advance of the Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof), the Swing Line Bank Lender shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (Detroit, Michigan time) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 hereof11.1.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its their behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Agent in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such Bank’s Revolving Credit Lender's Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank Agent shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j7.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii2.5(d)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Agent at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 9.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Agent in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank Agent shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j7.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii2.5(d)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Agent at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 9.1 hereof.. 4854-1287-6893.v9

Refunding of or Participation Interest in Swing Line Advances. (ia) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Bank (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an a Prime-based Advance of the Revolving Credit to Company, in an amount equal to such Revolving Credit Bank’s 's Percentage of the principal amount of the aggregate Swing Line Advances (the "Refunded Swing Line Advances") outstanding on the date such notice is given given; provided that (the “Refunded i) at any time as there shall be a Swing Line Advances”Advance outstanding for more than thirty days, the Agent shall, on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf). In , promptly request each Revolving Credit Bank (including the case of each Refunded Swing Line Advance, the applicable Bank) to make a Prime-based Advance of the Revolving Credit used in an amount equal to refund such Revolving Credit Bank's Percentage of the principal amount of such outstanding Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded and (ii) Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against be prepaid by the Company for any unpaid interest or fees in respect thereof accrued to accordance with the date provisions of such refundingSection 5.7 hereof. Unless any of the events described in Section 9.1(j10.1(j) hereof shall have occurred (in which event the procedures of subparagraph paragraph (iib) of this Section 2.5(e) 4.5 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied but subject to Section 2.5(e)(iii)satisfied, each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time time, in funds immediately available on the Business Day next succeeding the date such notice is given in immediately available fundsgiven. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The AgentSwing Line Lender, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent Swing Line Lender to act on its behalf) request that the Agent notify each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances owing to the Swing Line Lender outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof), the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 hereof11.1.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon and, if properly requested by the request Borrowers to do so by submission of the Swing Line Banka duly executed Request for Advance complying with Section 2.3 hereof, shall) shall in each case on behalf of the Company Borrowers (which hereby irrevocably directs the Agent to act on its behalfbehalf for such purpose, which direction shall remain in effect unless and until the Revolving Credit has been terminated by the Borrowers under Section 2.14 hereof) request each of the Revolving Credit Banks (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an Advance of the Revolving Credit to Companythe Borrowers, in an amount equal to such Revolving Credit Bank’s 's Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “"Refunded Swing Line Advances”"); provided however that Swing Line Advances which are carried at the Quoted Rate which are converted to Revolving Credit Advances at the request of the Agent at a time when no Default or Event of Default has occurred and is continuing, shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank against the Borrowers or the Revolving Credit Banks as a consequence of such conversion. In the case of each Refunded Swing Line Advance, Advance the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank shall retain its claim against the Company Borrowers for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii2.5(d)(iii), each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to in accordance with the provisions of Section 10.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (ia) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Bank (including the Swing Line Bank in its capacity as a Bank) to make an Advance of the a Revolving Credit to Company, Advance in an amount equal to such Bank’s 's Percentage of the principal amount of the aggregate Swing Line Advances (the "Refunded Swing Line Advances") outstanding on the date such notice is given given; provided that (the “Refunded i) at any time as there shall be a Swing Line Advances”Advance outstanding for more than thirty days, the Agent shall, on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf). In , promptly request each Bank (including the case Swing Line Bank) to make a Revolving Credit Advance in an amount equal to such Bank's Percentage of each Refunded the principal amount of such outstanding Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded (ii) Swing Line Advances or shall be prepaid by the purchase Company in accordance with the provisions of a participation interest in Swing Line Section 4.8 hereof and (iii) Quoted Rate Advances under Section 2.5(e)(ii) hereof, which are converted to Revolving Credit Advances at the request of the Swing Line Bank at a time when no Default or Event of Default has occurred and is continuing, shall retain its claim not be subject to Section 12.1 and no losses, costs or expenses may be assessed by the Swing Line Lender against Company or the Company for any unpaid interest or fees in respect thereof accrued to the date Banks as a consequence of such refundingconversion. Unless any of the events described in Section 9.1(j10.1(l) hereof shall have occurred (in which event the procedures of subparagraph paragraph (iib) of this Section 2.5(e) 4.9 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied but subject to Section 2.5(e)(iii)satisfied, each Bank shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the ratable benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof the signature pages hereto prior to 11:00 a.m. Detroit time time, in funds immediately available on the Business Day next succeeding the date such notice is given in immediately available fundsgiven. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Revolving Credit Banks (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an Advance of the Revolving Credit to Company, the Company in an amount equal to such Revolving Credit Bank’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.5(d)(ii) hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii2.5(d)(iii), each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to in accordance with the provisions of Section 10.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (ia) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Bank (including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an Advance of the a Revolving Credit to Company, Advance in an amount equal to such Revolving Credit Bank’s 's Percentage of the principal amount of the aggregate Swing Line Advances (the "Refunded Swing Line Advances") outstanding on the date such notice is given given; provided that (the “Refunded i) at any time as there shall be a Swing Line Advances”Advance outstanding for more than thirty days, the Agent shall, on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf), promptly request each Revolving Credit Bank (including the Swing Line Bank) to make a Revolving Credit Advance in an amount equal to such Revolving Credit Bank's Percentage of the principal amount of such outstanding Swing Line Advance and (ii) Swing Line Advances shall be prepaid by the Company in accordance with the provisions of Section 6.7 hereof. In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j11.1(j) hereof shall have occurred (in which event the procedures of subparagraph paragraph (iib) of this Section 2.5(e) 5.5 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied but subject to Section 2.5(e)(iii)satisfied, each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the ratable benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time time, in funds immediately available on the Business Day next succeeding the date such notice is given in immediately available fundsgiven. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the Swing Line Bank, shall) on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks (including the Swing Line Bank in its capacity as a Bank) to make an Advance of the Revolving Credit to Company, in an amount equal to such Bank’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Base Rate Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(e)(iii), each Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereof.. Detroit_3438916_18_

Refunding of or Participation Interest in Swing Line Advances. (i) The Administrative Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Administrative Agent to act on its their behalf) request each of the Banks Revolving Lenders (including the Swing Line Bank Lender in its capacity as a BankLender) to make an Advance of the Revolving Credit Loan to CompanyBorrower, in an amount equal to such BankLender’s Percentage Pro Rata Share of the Revolving Commitment of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the The applicable Advance of the Revolving Credit Loan Advances used to refund such any Swing Line Advance Advances shall be a Alternate Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii2.9(c)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.9(c)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an a Revolving Loan Advance of the Revolving Credit are then satisfied (but subject to Section 2.5(e)(iii2.9(c)(iii)), each Bank Revolving Lender shall make the proceeds of its Revolving Loan Advance of the Revolving Credit available to the Administrative Agent for the benefit of the Swing Line Bank Lender at the office of the Administrative Agent specified in Section 2.4(a2.1(c) hereof prior to 11:00 a.m. Detroit 12:00 p.m. California time on the Business Banking Day next succeeding the date such notice is given (which must be a Banking Day), in immediately available funds. The proceeds of such Revolving Loan Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances subject to Section 10.1 hereofAdvances.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may (ormay, upon the request of the Swing Line Bank, shall) in each case on behalf of the Company Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each of the Banks Revolving Credit Lenders (including the Swing Line Bank Lender in its capacity as a BankRevolving Credit Lender) to make an Advance of the Revolving Credit to CompanyBorrower, in an amount equal to such BankRevolving Credit Lender’s Revolving Credit Percentage of the aggregate principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In ; provided however that the case of each Refunded Swing Line AdvanceAdvances carried at the Quoted Rate which are refunded with Revolving Credit Advances at the request of the Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 11.1 and no losses, costs or expenses may be assessed by the applicable Advance of Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Advances used to refund such any Swing Line Advance Advances shall be a Base Rate AdvanceAdvances. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(e)(ii) hereof, the Swing Line Bank Lender shall retain its claim against the Company Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j9.1(i) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(e2.5(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the a Revolving Credit Advance are then satisfied (but subject to Section 2.5(e)(iii)), each Bank Revolving Credit Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time on the Business Day next succeeding the date such notice is given given, in immediately available funds. The proceeds of such Advances of the Revolving Credit Advances shall be immediately applied to repay the Refunded Swing Line Advances Advances, subject to Section 10.1 11.1 hereof.