Common use of Swing Line Facility Clause in Contracts

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Revolving Credit Advance in respect of a Revolving Credit Advance (a) to be denominated in Dollars and to bear interest by reference to the Dollar Index Rate, (b) to be denominated in Sterling and to bear interest by reference to the Sterling Index Rate, (c) to be denominated in Euro and to bear interest by reference to the Euro Index Rate or (d) to be denominated in Hong Kong Dollars and to bear interest by reference to the Hong Kong Dollars Index Rate. Subject to the terms and conditions hereof, the Swing Line Lender may, but shall have no duty to, in accordance with any such notice, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Advance”) (a) in Dollars to the Domestic Borrowers or (b) in any Foreign Currency to the Foreign Borrowers. The provisions of this Section 1.1(b) shall not relieve Lenders or the Fronting Lender of their obligations to make Revolving Credit Advances under Section 1.1(a); provided, that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by the Lenders or the Fronting Lender pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the Swing Line Availability as of such time. Until the Commitment Termination Date, the Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to the Administrative Agent by Borrower Representative on behalf of the applicable Borrower in accordance with Section 1.1(a). Any such notice must be given no later than (x) 3:00 p.m. (New York time) on the Business Day of the proposed Swing Line Advance, in the case of a Swing Line Advance in Dollars or (y) 10:00 a.m. (New York time) on the date which is (A) two (2) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Sterling or Euro and (B) three (3) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Hong Kong Dollars. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Sections 2.2, be entitled to fund that Swing Line Advance, and to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, or purchase participating interests in accordance with Section 1.1(b)(v). If any Lender shall fail to make available to the Administrative Agent its Pro Rata Share (or, in the case of any Swing Line Advance in any Foreign Currency, the Fronting Lender shall fail to make available the Fronted Percentage) of any Revolving Credit Advance in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, Borrowers shall repay the outstanding principal amount of the portion of the Swing Line Loan then outstanding due to such failure upon demand therefor by the Administrative Agent. (ii) If requested by the Swing Line Lender, each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii)-A (in the case of the Domestic Borrowers) or Exhibit 1.1(b)(ii)-B (in the case of the Foreign Borrowers) (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note shall represent the joint and several obligation of the applicable Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to the Domestic Borrowers or the Foreign Borrowers, as applicable, together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (including the Swing Line Lender) to make available to the Domestic Borrowers its Pro Rata Share of a Revolving Credit Advance in Dollars equal to the principal amount of the portion of the Swing Line Loan denominated in Dollars and outstanding on the date such notice is given (the “Refunded Dollar Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent its Pro Rata Share of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in Dollars on the Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Dollar Swing Line Loan. (iv) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Foreign Currency Lender (including the Swing Line Lender, as applicable) and the Fronting Lender to make available to the Foreign Borrowers its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of a Revolving Credit Advance in a Foreign Currency equal to the principal amount of the portion of the Swing Line Loan denominated in such Foreign Currency and outstanding on the date such notice is given (the “Refunded Foreign Currency Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Foreign Currency Lender and the Fronting Lender shall disburse directly to the Administrative Agent its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in such Foreign Currency on the second Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Foreign Currency Swing Line Loan. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). (v) If, prior to refunding a portion of the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), one of the events described in Sections 8.1(g) or 8.1(h) has occurred, then, subject to the provisions of Section 1.1(b)(vi) below: (A) in the case of any portion of the Swing Line Loan denominated in Dollars, each Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iii), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such portion of the Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in Dollars, the amount of each such participation interest; and (B) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iv), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such portion of the Swing Line Loan. Upon request, each Foreign Currency Lender and the Fronting Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in such Foreign Currency, the amount of each such participation interest. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such participation interest purchased by the Fronting Lender in accordance with Section 9.9(e)(i). (vi) Each Lender’s and the Fronting Lender’s obligation to make Revolving Credit Advances in accordance with Sections 1.1(b)(iii) and 1.1(b)(iv) and to purchase participation interests in accordance with Section 1.1(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Fronting Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender or the Fronting Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii), 1.1(b)(iv) or 1.1(b)(v), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) in the case of any portion of the Swing Line Loan denominated in Dollars, at the Federal Funds Rate for the first two Business Days and at the Dollar Index Rate thereafter or (y) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, at the Sterling Index Rate, Euro Index Rate or the Hong Kong Dollars Index Rate, as applicable.

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Revolving Credit Advance in respect of a Revolving Credit Advance (a) to be denominated in Dollars and to bear interest by reference to the Dollar Index Rate, (b) to be denominated in Sterling and to bear interest by reference to the Sterling Index Rate, (c) to be denominated in Euro and to bear interest by reference to the Euro Index Rate or (d) to be denominated in Hong Kong Dollars and to bear interest by reference to the Hong Kong Dollars Index RateAdvance. Subject to the terms and conditions hereof, the Swing Line Lender may, but shall have no duty to, in accordance with any such noticeits discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Advance”) (a) in Dollars to the Domestic Borrowers or (b) in accordance with any Foreign Currency to the Foreign Borrowerssuch notice. The provisions of this Section 1.1(b1.1(c) shall not relieve the Revolving Lenders or the Fronting Lender of their obligations to make Revolving Credit Advances under Section 1.1(a); provided, provided that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by the Revolving Lenders or the Fronting Lender pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Availability as Commitment and (B) the Maximum Amount, in each case under clauses (A) and (B) of this sentence, less the outstanding balance of the Revolving Loan at such timetime (“Swing Line Availability”). Until the Commitment Termination Date, the Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b1.1(c). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to the Administrative Agent by Borrower Representative on behalf of the applicable Borrower in accordance with Section 1.1(a). Any such notice must be given no later than (x) 3:00 1:00 p.m. (New York time) on the Business Day of the proposed Swing Line Advance, in the case of a Swing Line Advance in Dollars or (y) 10:00 a.m. (New York time) on the date which is (A) two (2) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Sterling or Euro and (B) three (3) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Hong Kong Dollars. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from Requisite Revolving Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Sections 2.2, be entitled to fund that Swing Line Advance, and to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii1.1(c)(iii) or 1.1(b)(iv), as applicable, or purchase participating interests in accordance with Section 1.1(b)(v1.1(c)(iv). If Notwithstanding any Lender shall fail to make available to other provision of this Agreement or the Administrative Agent its Pro Rata Share (orother Loan Documents, in the case of any Swing Line Advance in any Foreign Currency, the Fronting Lender Loan shall fail to make available the Fronted Percentage) of any Revolving Credit Advance in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, constitute an Index Rate Loan. Borrowers shall repay the aggregate outstanding principal amount of the portion of the Swing Line Loan then outstanding due to such failure upon demand therefor by the Administrative Agent. (ii) If requested Upon request by the Swing Line Lender, each Borrower Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii)-A (in the case of the Domestic Borrowers) or Exhibit 1.1(b)(ii)-B (in the case of the Foreign Borrowers1.1(c)(ii) (each, a the “Swing Line Note” and, collectively, the “Swing Line Notes”). Each The Swing Line Note (or, if the Swing Line Note is not requested, this Agreement) shall represent the joint and several obligation of the applicable Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to the Domestic Borrowers or the Foreign Borrowers, as applicable, together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full. (iii) The If no Revolving Lender is a Non-Funding Lender, then the Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall on behalf of the Borrower Representative Borrowers (and the each Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender (including the Swing Line Lender) to make available a Revolving Credit Advance to the Domestic Borrowers its (which shall be an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of a Revolving Credit Advance in Dollars equal to the principal amount of the portion of the Borrowers’ Swing Line Loan denominated in Dollars and (the “Refunded Swing Line Loan”) outstanding on the date such notice is given (given. If any Revolving Lender is a Non-Funding Lender, that Non-Funding Lender’s reimbursement obligations with respect to the “Refunded Dollar Swing Line Loan”Loans shall be reallocated to and assumed by the other Revolving Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loans (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately). If any Revolving Lender is a Non-Funding Lender, upon receipt of the demand described above, each Revolving Lender that is not a Non-Funding Lender will be obligated to pay to Agent for the account of the Swing Line Lender its Pro Rata Share of the outstanding Swing Line Loans (increased as described above); provided that no Revolving Lender shall be required to fund any amount in excess of its Revolving Loan Commitment. Unless any of the events described in Sections 8.1(g8.1(h) or 8.1(h8.1(i) has occurred (in which event the procedures of Section 1.1(b)(v1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent Agent, its Pro Rata Share of such a Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in Dollars on the Business Day next succeeding the date that notice is given. The proceeds of each such those Revolving Credit Advance Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Dollar Swing Line LoanLoan of Borrowers. (iv) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Foreign Currency Lender (including the Swing Line Lender, as applicable) and the Fronting Lender to make available to the Foreign Borrowers its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of a Revolving Credit Advance in a Foreign Currency equal to the principal amount of the portion of the Swing Line Loan denominated in such Foreign Currency and outstanding on the date such notice is given (the “Refunded Foreign Currency Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Foreign Currency Lender and the Fronting Lender shall disburse directly to the Administrative Agent its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in such Foreign Currency on the second Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Foreign Currency Swing Line Loan. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). (v) If, prior to refunding a portion of the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii) or 1.1(b)(iv1.1(c)(iii), one of the events described in Sections 8.1(g8.1(h) or 8.1(h8.1(i) has occurred, then, subject to the provisions of Section 1.1(b)(vi1.1(c)(v) below: (A) in the case of any portion of the Swing Line Loan denominated in Dollars, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iii)for the benefit of the Borrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to Borrowers in an amount equal to its Pro Rata Share of such portion of the Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in Dollarsfunds, the amount of each such its participation interest; and (B) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iv), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such portion of the Swing Line Loan. Upon request, each Foreign Currency Lender and the Fronting Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in such Foreign Currency, the amount of each such participation interest. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such participation interest purchased by the Fronting Lender in accordance with Section 9.9(e)(i). (viv) Each Lender’s and the Fronting Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Sections 1.1(b)(iii) and 1.1(b)(ivSection 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(b)(v1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Fronting Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender or the Fronting Revolving Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii), 1.1(b)(iv1.1(c)(iii) or 1.1(b)(v1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender or the Fronting Revolving Lender, as applicable, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) in the case of any portion of the Swing Line Loan denominated in Dollars, at the Federal Funds Rate for the first two (2) Business Days and at the Dollar Index Rate thereafter or (y) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, at the Sterling Index Rate, Euro Index Rate or the Hong Kong Dollars Index Rate, as applicablethereafter.

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Revolving Credit Advance in respect of a Revolving Credit Advance (a) to be denominated in Dollars and to bear interest by reference to the Dollar Index Rate, (b) to be denominated in Sterling and to bear interest by reference to the Sterling Index Rate, (c) to be denominated in Euro and to bear interest by reference to the Euro Index Rate or (dc) to be denominated in Hong Kong Dollars and to bear interest by reference to the Hong Kong Dollars Index Rate. Subject to the terms and conditions hereof, the Swing Line Lender may, but shall have no duty to, in accordance with any such notice, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Advance”) (a) in Dollars to the Domestic Borrowers or (b) in any Foreign Currency to the Foreign Borrowers. The provisions of this Section 1.1(b) shall not relieve Lenders or the Fronting Lender of their obligations to make Revolving Credit Advances under Section 1.1(a); provided, that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by the Lenders or the Fronting Lender pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the Swing Line Availability as of such time. Until the Commitment Termination Date, the Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to the Administrative Agent by Borrower Representative on behalf of the applicable Borrower in accordance with Section 1.1(a). Any such notice must be given no later than (x) 3:00 p.m. (New York time) on the Business Day of the proposed Swing Line Advance, in the case of a Swing Line Advance in Dollars or (y) 10:00 a.m. (New York time) on the date which is (A) two (2) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Sterling or Euro and (B) three (3) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Hong Kong Dollars. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Sections 2.2, be entitled to fund that Swing Line Advance, and to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, or purchase participating interests in accordance with Section 1.1(b)(v). If any Lender shall fail to make available to the Administrative Agent its Pro Rata Share (or, in the case of any Swing Line Advance in any Foreign Currency, the Fronting Lender shall fail to make available the Fronted Percentage) of any Revolving Credit Advance in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, Borrowers shall repay the outstanding principal amount of the portion of the Swing Line Loan then outstanding due to such failure upon demand therefor by the Administrative Agent. (ii) If requested by the Swing Line Lender, each Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Restatement Effective Date and substantially in the form of Exhibit 1.1(b)(ii)-A (in the case of the Domestic Borrowers) or Exhibit 1.1(b)(ii)-B (in the case of the Foreign Borrowers) (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note shall represent the joint and several obligation of the applicable Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to the Domestic Borrowers or the Foreign Borrowers, as applicable, together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (including the Swing Line Lender) to make available to the Domestic Borrowers its Pro Rata Share of a Revolving Credit Advance in Dollars equal to the principal amount of the portion of the Swing Line Loan denominated in Dollars and outstanding on the date such notice is given (the “Refunded Dollar Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent its Pro Rata Share of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in Dollars on the Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Dollar Swing Line Loan. (iv) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Foreign Currency Lender (including the Swing Line Lender, as applicable) and the Fronting Lender to make available to the Foreign Borrowers its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of a Revolving Credit Advance in a Foreign Currency equal to the principal amount of the portion of the Swing Line Loan denominated in such Foreign Currency and outstanding on the date such notice is given (the “Refunded Foreign Currency Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Foreign Currency Lender and the Fronting Lender shall disburse directly to the Administrative Agent its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in such Foreign Currency on the second Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Foreign Currency Swing Line Loan. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). (v) If, prior to refunding a portion of the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), one of the events described in Sections 8.1(g) or 8.1(h) has occurred, then, subject to the provisions of Section 1.1(b)(vi) below: (A) in the case of any portion of the Swing Line Loan denominated in Dollars, each Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iii), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such portion of the Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in Dollars, the amount of each such participation interest; and (B) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iv), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such portion of the Swing Line Loan. Upon request, each Foreign Currency Lender and the Fronting Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in such Foreign Currency, the amount of each such participation interest. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such participation interest purchased by the Fronting Lender in accordance with Section 9.9(e)(i). (vi) Each Lender’s and the Fronting Lender’s obligation to make Revolving Credit Advances in accordance with Sections 1.1(b)(iii) and 1.1(b)(iv) and to purchase participation interests in accordance with Section 1.1(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Fronting Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender or the Fronting Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii), 1.1(b)(iv) or 1.1(b)(v), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) in the case of any portion of the Swing Line Loan denominated in Dollars, at the Federal Funds Rate for the first two Business Days and at the Dollar Index Rate thereafter or (y) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, at the Sterling Index Rate, Euro Index Rate or the Hong Kong Dollars Index Rate, as applicable.

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender or the Canadian Swing Line Lender, as applicable, upon the Administrative Agent’s receipt of any Notice of Revolving Credit Advance in respect of a Revolving Credit Advance from any Borrower which requests Swing Line Advances (a) to be denominated in Dollars and to bear interest by reference to the Dollar Index Rate, (b) to be denominated in Sterling and to bear interest by reference to the Sterling Index Rate, (c) to be denominated in Euro and to bear interest by reference to the Euro Index Rate or (d) to be denominated in Hong Kong Dollars and to bear interest by reference to the Hong Kong Dollars Index Rateas defined below). Subject to the terms and conditions hereof, the Swing Line Lender or Canadian Swing Line Lender may, but shall have no duty to, in accordance with any such noticeits discretion, make available from time to time until the Commitment Termination Date advances in Dollars to the U.S. Borrower or advances in Canadian Dollars to any Canadian Borrower (each, a “Swing Line Advance”) (a) in Dollars to the Domestic Borrowers or (b) in accordance with any Foreign Currency to the Foreign Borrowerssuch notice. The provisions of this Section 1.1(b2.1(b) shall not relieve Lenders or the Fronting Lender of their obligations to make Revolving Credit Advances under Section 1.1(a2.1(a); provided, that if the Swing Line Lender or Canadian Swing Line Lender, as applicable, makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by the Lenders or the Fronting Lender pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Availability as Commitment and (B) the Line Cap, in each case, less the outstanding balance of the Revolving Loans and Letter of Credit Obligations at such timetime (“Swing Line Availability”). Until the Commitment Termination Date, the Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b2.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to the Administrative Agent by Borrower Representative on behalf of the applicable a Borrower in accordance with Section 1.1(a2.1(a)(i). Any such notice must be given no later than (x) 3:00 p.m. 11:00 a.m. (New York time) on the Business Day of the proposed Swing Line Advance, in the case of a Swing Line Advance in Dollars or (y) 10:00 a.m. (New York time) on the date which is (A) two (2) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Sterling or Euro and (B) three (3) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Hong Kong Dollars. Unless the Swing Line Lender or Canadian Swing Line Lender, as applicable, has received at least one Business Day’s prior written notice from the Requisite Lenders instructing it not to make a any Swing Line Advance, the Swing Line Lender or Canadian Swing Line Lender, as applicable, shall, notwithstanding the failure of any condition precedent set forth in Sections 2.2Section 3.2, be entitled to fund that any requested Swing Line Advance, and to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii2.1(b)(iii) or 1.1(b)(iv), as applicable, or purchase participating interests in accordance with Section 1.1(b)(v2.1(b)(iv). If Notwithstanding any Lender shall fail to make available to other provision of this Agreement or the Administrative Agent its Pro Rata Share other Loan Documents, (or, in the case of any i) Swing Line Advance Loans denominated in Dollars shall constitute Base Rate Loans, (ii) Swing Line Loans denominated in Canadian Dollars shall constitute Canadian Prime rate Loans and (iii) Swing Line Loans shall not be made in any Foreign Currency, the Fronting Lender shall fail to make available the Fronted Percentage) of any Revolving Credit Advance in accordance with Section 1.1(b)(iii) currency other than Dollars or 1.1(b)(iv), as applicable, Borrowers Canadian Dollars. Each Borrower shall repay the outstanding principal amount of the portion of the each Swing Line Loan then outstanding due to such failure upon written demand therefor by the Administrative Agent. Each Swing Line Advance made in Canadian Dollars to any Canadian Borrower shall be in a minimum principal amount of C$1,000,000. (ii) If requested Upon request by the Swing Line Lender or Canadian Swing Line Lender, as applicable, each Borrower shall execute and deliver to the Swing Line Lender or Canadian Swing Line Lender, as applicable, a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender or Canadian Swing Line Lender, dated the Closing Date as applicable and substantially in the form of Exhibit 1.1(b)(ii)-A (in the case of the Domestic Borrowers) or Exhibit 1.1(b)(ii)-B (in the case of the Foreign Borrowers2.1(b)(ii) (each, each a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note (or, if Swing Line Notes are not requested, this Agreement) shall represent the joint and several obligation of the applicable Borrowers such Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to the Domestic Borrowers or the Foreign Borrowers, as applicable, such Borrower together with interest thereon as prescribed in Section 1.52.5. The entire unpaid balance of the Swing Line Loan and all other noncontingent non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date Date, if not sooner paid in full. (iii) The Swing Line Lender, at any time time, and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall on behalf of the U.S. Borrower Representative (and the U.S. Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (including the Swing Line Lender) to make available a Revolving Credit Advance for the account of the U.S. Borrower (which shall be a Base Rate Loan) in an amount equal to the Domestic Borrowers its that ▇▇▇▇▇▇’s Pro Rata Share of a Revolving Credit Advance in Dollars equal to the principal amount of the portion of the U.S. Borrower’s Swing Line Loan denominated in Dollars and (the “Refunded Swing Line Loan”) outstanding on the date such notice is given (given. If any Lender is a Non-Funding Lender, and the “Refunded Dollar conditions precedent set forth in Section 3.2 are satisfied at such time, that Non-Funding ▇▇▇▇▇▇’s reimbursement obligations with respect to the Swing Line Loan”Loans shall be reallocated to and assumed by the other Lenders in accordance with their Pro Rata Share of the Revolving Loans (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided that no Lender shall be reallocated any such reimbursement obligations to the extent such reallocation shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. If any Lender is a Non-Funding Lender, upon receipt of the demand described above, each Lender that is not a Non-Funding Lender will be obligated to pay to the Agent for the account of the Swing Line Lender its Pro Rata Share of the outstanding Swing Line Loans (increased as described above); provided that no Lender shall be required to fund any amount to the extent such funding shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. Unless any of the events described in Sections 8.1(g9.1(j) or 8.1(h(k) has occurred (in which event the procedures of Section 1.1(b)(v2.1(b)(iv) shall apply) ), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent Agent, its Pro Rata Share of such a Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in Dollars on the Business Day next succeeding the date that notice is given. The proceeds of each such those Revolving Credit Advance Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Dollar Swing Line LoanLoan of the U.S. Borrower. (iv) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Foreign Currency Lender (including the Swing Line Lender, as applicable) and the Fronting Lender to make available to the Foreign Borrowers its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of a Revolving Credit Advance in a Foreign Currency equal to the principal amount of the portion of the Swing Line Loan denominated in such Foreign Currency and outstanding on the date such notice is given (the “Refunded Foreign Currency Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Foreign Currency Lender and the Fronting Lender shall disburse directly to the Administrative Agent its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in such Foreign Currency on the second Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Foreign Currency Swing Line Loan. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). (v) If, prior to refunding a portion of the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii) or 1.1(b)(iv2.1(b)(iii), one of the events described in Sections 8.1(g9.1(j) or 8.1(h9.1(k) has occurred, then, subject to the provisions of Section 1.1(b)(vi2.1(b)(v) below: (A) in the case of any portion of the Swing Line Loan denominated in Dollars, each Lender shall, on the date such Revolving Credit Advance was to have been made pursuant made, purchase, or be deemed to Section 1.1(b)(iii)have purchased, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such portion of the Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, Lender in immediately available funds in Dollarsfunds, the amount of each such its participation interest; and (B) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iv), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such portion of the Swing Line Loan. Upon request, each Foreign Currency Lender and the Fronting Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in such Foreign Currency, the amount of each such participation interest. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such participation interest purchased by the Fronting Lender in accordance with Section 9.9(e)(i). (viv) Each Lender’s and the Fronting Lender’s obligation to make Revolving Credit Advances in accordance with Sections 1.1(b)(iii) and 1.1(b)(ivSection 2.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(v2.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Fronting Lender may have against the Swing Line Lender, the Canadian Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender or the Fronting Lender does not make available to the Administrative Agent or the Swing Line Lender or the Canadian Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii), 1.1(b)(iv2.1(b)(iii) or 1.1(b)(v2.1(b)(iv), as the case may be, the Swing Line Lender or the Canadian Swing Line lender, as applicable, shall be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) in the case of any portion of the Swing Line Loan denominated in Dollars, at the Federal Funds Rate for the first two Business Days and at the Dollar Index Base Rate thereafter or (y) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, at the Sterling Index Rate, Euro Index Rate or the Hong Kong Dollars Index Rate, as applicablethereafter.