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, 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 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"); 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 10.1 and no losses, costs or expenses may be assessed by the Swing Line Bank against the Company or the Revolving Credit Banks as a consequence of such conversion. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-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 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 8.1(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 Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent in immediately available funds for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is given. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances 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, 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 Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to the CompanyBorrowers, in an amount equal to such Revolving Credit Bank's 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"”); provided however that the Swing Line Advances which are carried at the Quoted Rate which are converted to refunded with Revolving Credit Advances at the request of the Agent Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, continuing shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company Borrowers or the Revolving Credit Banks Lenders as a consequence of such conversionrefunding. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the The applicable Advance of the Revolving Credit Advances used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-based Base Rate 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 8.1(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 Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is 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 in accordance with the provisions of Advances, subject to Section 10.1 11.1 hereof.. 57

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may, 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 Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to the CompanyBorrowers, in an amount equal to such Revolving Credit Bank's 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"”); provided however that the Swing Line Advances which are carried at the Quoted Rate which are converted to refunded with Revolving Credit Advances at the request of the Agent Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, continuing shall not be subject to Section 10.1 12.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company Borrowers or the Revolving Credit Banks Lenders as a consequence of such conversionrefunding. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the The applicable Advance of the Revolving Credit Advances used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-based Base Rate 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 8.1(j10.1(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 Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 10:00 a.m. Detroit time (for Domestic AdvancesPacific) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is 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 in accordance with the provisions of Advances, subject to Section 10.1 12.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may, 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 Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to the CompanyBorrowers, in an amount equal to such Revolving Credit Bank's 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"”); provided however that the Swing Line Advances which are carried at the Quoted Rate which are converted to refunded with Revolving Credit Advances at the request of the Agent Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, continuing shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company Borrowers or the Revolving Credit Banks Lenders as a consequence of such conversionrefunding. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the The applicable Advance of the Revolving Credit Advances used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-based Base Rate 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 8.1(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 Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is 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 in accordance with the provisions of Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The At any time that the outstanding principal amount of the Swing Line Advances has been at least $3,000,000 for at least 30 continuous days the Borrowers shall request, and the Agent, at any time in its sole and absolute discretion, may, in each case on behalf of the Company Borrowers (which hereby irrevocably directs direct the Agent to act on its their behalf) ), may request that each of the Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to the CompanyBorrowers, in an amount equal to such Revolving Credit Bank's 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"”); provided however provided, however, that the Swing Line Advances which are carried at the Quoted Rate which are converted to refunded with Revolving Credit Advances at the request of the Agent Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, continuing shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company Borrowers or the Revolving Credit Banks Lenders as a consequence of such conversionrefunding. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the The applicable Advance of the Revolving Credit Advances used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-based Base Rate 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 8.1(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 Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is 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 in accordance with the provisions of Advances, subject to Section 10.1 hereof11.1.

Refunding of or Participation Interest in Swing Line Advances. (i) The AgentActing through Agent (which shall, subject to the terms hereof, comply with Swing Line Lender’s request), Swing Line Lender, at any time in its sole and absolute discretion, may, in each case may on behalf of Company or the Company applicable Permitted Borrower (each of which hereby irrevocably directs the Swing Line Lender and Agent to act on its behalf) request each of the Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to each of Company and/or the Companyapplicable Permitted Borrowers, for each Permitted Currency in which Swing Line Advances are outstanding to such party, in an amount (in the applicable Permitted Currency, determined in accordance with Section 2.11(b) hereof) equal to such Revolving Credit Bank's Lender’s Revolving Credit Percentage of the principal amount of the aggregate Swing Line Advances outstanding in each Permitted Currency to each such party 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 Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company any Borrower or the other Revolving Credit Banks Lenders as a consequence of such conversion. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and outstanding in the case of each Refunded Swing Line Advance that is carried at the Prime-based RateDollars, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at . In the time case of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all each Refunded Swing Line Advances shall be refunded under Advance outstanding in any Alternative Currency, the applicable Advance of the Revolving Credit as Prime-based Advancesused to refund such Swing Line Advance shall be an Advance in the applicable Alternative Currency, with an Interest Period of one month (or any lesser number of days selected by Agent in consultation with Revolving Credit Lenders). 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 Company or the Company applicable Permitted 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 8.1(j9.1(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 satisfied, but subject to Section 2.5(e)(iii), each Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for given, and, in the case of any Eurocurrency-based Advances) Advance, prior to 2:00 p.m. Detroit time on the third Business Day after following the date such notice is given, in each case in immediately available funds in the applicable Permitted Currency. The proceeds of such Advances of the Revolving Credit shall be immediately applied promptly delivered by Agent to Swing Line Lender for application to repay the Refunded Swing Line Advances in accordance with the provisions terms and conditions of Section 10.1 hereofthis Agreement.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may, in each case on behalf of the Company Borrower (which hereby irrevocably CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. directs the Agent to act on its their behalf) request each of the Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to the CompanyBorrower, in an amount equal to such Revolving Credit Bank's 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"”); provided however that the Swing Line Advances which are carried at the Quoted Rate which are converted to refunded with Revolving Credit Advances at the request of the Agent Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, continuing shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company Borrower or the Revolving Credit Banks Lenders as a consequence of such conversionrefunding. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the The applicable Advance of the Revolving Credit Advances used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-based Base Rate 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 8.1(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 Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is 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 in accordance with the provisions of 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, 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 Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to the CompanyBorrower, in an amount equal to such Revolving Credit Bank's 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"”); provided however that the Swing Line Advances which are carried at the Quoted Rate which are converted to refunded with Revolving Credit Advances at the request of the Agent Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, continuing shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company Borrower or the Revolving Credit Banks Lenders as a consequence of such conversionrefunding. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the The applicable Advance of the Revolving Credit Advances used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-based Base Rate 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 8.1(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 Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is 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 in accordance with the provisions of Advances, subject to Section 10.1 11.1 hereof.

Refunding of or Participation Interest in Swing Line Advances. (i) The AgentActing through Agent (which shall, subject to the terms hereof, comply with Swing Line Lender’s request), Swing Line Lender, at any time in its sole and absolute discretion, may, in each case may on behalf of Company or the Company applicable Permitted Borrower (each of which hereby irrevocably directs the Swing Line Lender and Agent to act on its behalf) request each of the Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to each of Company and/or the Companyapplicable Permitted Borrowers, for each Permitted Currency in which Swing Line Advances are outstanding to such party, in an amount (in the applicable Permitted Currency, determined in accordance with Section 2.11(b) hereof) equal to such Revolving Credit Bank's Lender’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding in each Permitted Currency to each such party 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 Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company any Borrower or the Revolving Credit Banks other Lenders as a consequence of such conversion. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and outstanding in the case of each Refunded Swing Line Advance that is carried at the Prime-based RateDollars, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at . In the time case of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all each Refunded Swing Line Advances shall be refunded under Advance outstanding in any Alternative Currency, the applicable Advance of the Revolving Credit as Prime-based Advancesused to refund such Swing Line Advance shall be an Advance in the applicable Alternative Currency, with an Interest Period of one month (or any lesser number of days selected by Agent in consultation with Lenders). 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 Company or the Company applicable Permitted 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 8.1(j9.1(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 satisfied, but subject to Section 2.5(e)(iii), each Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for given, and, in the case of any Eurocurrency-based Advances) Advance, prior to 2:00 p.m. Detroit time on the third Business Day after following the date such notice is given, in each case in immediately available funds in the applicable Permitted Currency. The proceeds of such Advances of the Revolving Credit shall be immediately applied promptly delivered by Agent to Swing Line Lender for application to repay the Refunded Swing Line Advances in accordance with the provisions terms and conditions of Section 10.1 hereofthis Agreement.

Refunding of or Participation Interest in Swing Line Advances. (i) The Agent, at any time in its sole and absolute discretion, may, 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 Revolving Credit Banks Lenders (including the Swing Line Bank Lender in its capacity as a Revolving Credit BankLender) to make an Advance of the Revolving Credit to the CompanyBorrowers, in an amount equal to such Revolving Credit BankLender'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"”); provided however that the Swing Line Advances which are carried at the Quoted Rate which are converted to refunded with Revolving Credit Advances at the request of the Agent Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing, continuing shall not be subject to Section 10.1 11.1 and no losses, costs or expenses may be assessed by the Swing Line Bank Lender against the Company Borrowers or the Revolving Credit Banks Lenders as a consequence of such conversionrefunding. In the case of each Refunded Swing Line Advance that is carried at the Quoted Rate, the The applicable Advance of the Revolving Credit Advances used to refund such Swing Line Advance shall be a Eurocurrency-based Advance with an interest period of one month, and in the case of each Refunded Swing Line Advance that is carried at the Prime-based Rate, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance, provided, however that if, at the time of such conversion, a Default or Event of Default shall have occurred and be continuing, or any of the funding conditions with respect to Revolving Credit Advances have not been satisfied, all Refunded Swing Line Advances shall be refunded under the Revolving Credit as Prime-based Base Rate 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 8.1(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 Revolving Credit Bank Lender shall make the proceeds of its Advance of the Revolving Credit Advance available to the Agent in immediately available funds for the benefit of the Swing Line Bank Lender at the office of the Agent specified in Section 2.4(a) hereof (i) prior to 11:00 8:00 a.m. Detroit San Diego, California time (for Domestic Advances) on the Business Day next succeeding the date such notice is given and (ii) prior to 11:00 a.m. Detroit time (for Eurocurrency-based Advances) on the third Business Day after the date such notice is 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 in accordance with the provisions of Advances, subject to Section 10.1 11.1 hereof.