Common use of Refinancing of Swing Line Loans Clause in Contracts

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing Request, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed Loan to the US Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time (but no less frequently than once a week) in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency a Base Rate Loan as a Revolving Committed Credit Loan in an amount equal to (I) such Revolving Credit Lender’s Multicurrency Commitment Applicable Adjusted Percentage of the amount of all Swing Line Loans Participations then outstandingoutstanding (such Revolving Credit Lender’s “Swing Line Reimbursement Percentage”). Such Each such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount Revolving Credit Facility, the unutilized portion of Multicurrency Commitments the Revolving Credit Commitments, and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make available to the Administrative Agent an amount equal to its Multicurrency Commitment Swing Line Reimbursement Percentage of the amount specified in such Borrowing Request Committed Loan Notice and in immediately available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time p.m., New York time, on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each such Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amountamount as a Revolving Credit Loan. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency Revolving a Base Rate Committed Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Credit Facility and the conditions set forth in Section 4.02; provided, however, that under no circumstance shall the Borrower be deemed to have made any representations or warranties with respect to a Committed Loan requested on its behalf by the Swing Line Lender. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Base Rate Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Base Rate Committed Revolving Committed Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Committed Revolving Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Committed Revolving Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Each Swing Line Loan shall be due and payable on the tenth Business Day following the making of such Swing Line Loan; provided that the Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Base Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.024.02 and provided that, after giving effect to such Borrowing, the Total Outstandings shall not exceed the Aggregate Commitments. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Base Rate Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans made by then outstandingSwing Line Lender then outstanding (the “Refunded Swing Line Loans”). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance (including with respect to prior notice requirements) with the requirements of Section 2.032.02(b), without regard to the minimum and multiples specified therein for the principal amount of ABR Loanstherein, but subject to the unutilized portion of the aggregate amount of Multicurrency unused Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request such Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time (New York City time) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving A Lender make an ABR Multicurrency a Committed Revolving Committed A Credit Loan that is a Base Rate Loan in an amount equal to such Revolving A Lender’s Multicurrency Commitment Applicable Revolving A Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving A Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving A Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving A Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.06(c)(ii), each Revolving A Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Committed Revolving Committed A Credit Loan that is a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestLoan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent demonstrable error. Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not to purchase and fund risk participations in Swing Line Loans) pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers applicable Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstandingoutstanding (which Base Rate Loans shall be used to refinance such Swing Line Loans). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent applicable Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time 10:00 a.m. on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. To the extent that a Swing Line Loan has been refinanced with a Borrowing of Base Rate Loans pursuant to this Section 2.04(c)(i), such Swing Line Loan shall be deemed repaid for all purposes herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers (which each of whom hereby irrevocably authorize the Swing Line Lender to so request on its behalf), that each Multicurrency Global Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Global Revolving Credit Percentage of the amount of Swing Line Loans then outstandingoutstanding for the account of such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Credit Facility and the conditions set forth in Section 4.024.02 (other than delivery of a Committed Loan Notice). The Swing Line Lender shall furnish the Borrowing Agent applicable Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Global Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Global Revolving Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Global Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers request (which hereby irrevocably authorize request shall have the Swing Line Lender to so request on its behalf), same force and effect as if made by the Borrower) that each Multicurrency MC Lender make an ABR Multicurrency Revolving a MC Committed Loan bearing interest at the Base Rate in an amount equal to such MC Lender’s Multicurrency Commitment Applicable Percentage of the amount of such Swing Line Lender’s Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereofhave the same force and effect as if made by the Borrower) and in accordance with the requirements of Section 2.032.04, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate MC Commitments and there existing no Default or Event of Default at the conditions set forth in Section 4.02time such Swing Line Loan is deemed a MC Committed Loan. The applicable Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request request promptly after delivering such notice request to the Administrative Agent. Each MC Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage (with respect to the MC Credit Facility) of the amount specified in such Borrowing Request request available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the applicable Swing Line Lender at the Administrative Agent’s Office for US Dollar-Dollar denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing Requestrequest, whereupon, subject to Section 2.04(c)(ii2.07(c)(ii), each MC Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a MC Committed Loan bearing interest at the Base Rate to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize the authorizes such Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount of Swing Line Loans of the Borrower then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The relevant Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time (New York City time) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time five (5) or more Business Days after the making of a Swing Line Loan and in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower or the applicable Co-Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Revolving Credit Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Revolving Credit Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Revolving Credit Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan(provided by Defaulting Lenders) for this purpose) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestRevolving Credit Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Credit Loan that is a Base Rate Loan to the US Borrowers Borrower or the applicable Co-Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Any Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize the authorizes each Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Revolving Committed Credit Loan as a Base Rate Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.024.02(a) and (b). The Such Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender Lenders at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time p.m., New York City time, on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.17(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Credit Loan as a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received ratably to the each Swing Line LenderLender that made such Swing Line Loans.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Credit Facility and the conditions set forth in Section 4.024.03. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Multicurrency Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Multicurrency Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount and the outstanding Swing Line Loans shall be deemed to have been refinanced in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Revolving Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Eurodollar Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstandingoutstanding (including, subject to Section 2.04(c)(ii), any Bilateral Swing Line Loans). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Eurodollar Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Revolving Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line LoanLoans) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice (which shall be at least one Business Day after any voluntary Committed Loan Notice issued by the Swing Line Lender), whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Eurodollar Rate Committed Loan to the US Borrowers Revolving Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time (but no less frequently than once a week) in its sole and absolute discretion may request, on behalf of the US Borrowers Lead Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), (x) that each Multicurrency Tranche 1 Revolving Credit Lender make an ABR Multicurrency a Base Rate Loan as a Tranche 1 Revolving Committed Credit Loan and (y) that each Tranche 2 Revolving Credit Lender make a Base Rate Loan as a Tranche 2 Revolving Credit Loan, in each such case in an amount equal to (I) such Tranche 1 Revolving Credit Lender’s Multicurrency Commitment Tranche 1 Applicable Adjusted Percentage of the amount of all Tranche 1 Swing Line Loans Participations then outstandingoutstanding (such Tranche 1 Revolving Credit Lender’s “Tranche 1 Swing Line Reimbursement Percentage”) and (II) such Tranche 2 Revolving Credit Lender’s Tranche 2 Applicable Adjusted Percentage of the amount of all Tranche 2 Swing Line Participations then outstanding (such Tranche 2 Revolving Credit Lender’s “Tranche 2 Swing Line Reimbursement Percentage”). Such Each such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount Revolving Credit Facility, the unutilized portion of Multicurrency Commitments the Tranche 1 Revolving Credit Commitments, the unutilized portion of the Tranche 2 Revolving Credit Commitments, and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Lead Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each (A) Tranche 1 Revolving Credit Lender shall make available to the Administrative Agent an amount equal to its Multicurrency Commitment Tranche 1 Swing Line Reimbursement Percentage of the amount specified in such Borrowing Request Committed Loan Notice and (B) Tranche 2 Revolving Credit Lender shall make available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect an amount equal to the applicable its Tranche 2 Swing Line Loan) Reimbursement Percentage of the amount specified in such Committed Loan Notice, in each case in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each such Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Lead Borrower in such amount, as a Tranche 1 Revolving Credit Loan, in the case of Tranche 1 Swing Line Participations, and as a Tranche 2 Revolving Credit Loan, in the case of Tranche 2 Swing Line Participations. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstandingoutstanding (which Base Rate Loans shall be used to refinance such Swing Line Loans). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each ​ Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. To the extent that a Swing Line Loan has been refinanced with a Borrowing of Base Rate Loans pursuant to this Section 2.04(c)(i), such Swing Line Loan shall be deemed repaid for all purposes herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers relevant Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Tranche A Revolving Credit Lender make an ABR Multicurrency a Tranche A Revolving Committed Credit Loan (which shall be a Base Rate Loan) in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Tranche A Revolving Credit Commitments and the conditions set forth in Section 4.024.03. The Swing Line Lender shall furnish the Borrowing Agent relevant Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Tranche A Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-Dollar denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Tranche A Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers relevant Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion (but no less frequently than on a weekly basis) may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Base Rate Revolving Committed Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Revolving Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Revolving Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestRevolving Loan Notice, whereupon, subject to Section 2.04(c)(ii2.05(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Revolving Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion discretion, but no less frequently than weekly, may request, on behalf of the US Borrowers (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Base Rate Revolving Committed Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lender shall furnish the Borrowing Borrower Agent with a copy of the applicable Borrowing Request Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Revolving Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 2:00 p.m. Local Time on the day specified in such Borrowing RequestRevolving Loan Notice, whereupon, subject to Section 2.04(c)(ii2.05(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Revolving Committed Loan to the US Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate Revolving Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. A certificate of the Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans 59 119482860_14 #193013499_v7

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR a Base Rate Loan in Dollars under the Multicurrency Revolving Committed Loan Credit Facility in an amount equal to such Multicurrency Revolving Credit Lender’s Applicable Percentage (in respect of the Multicurrency Commitment Percentage Revolving Credit Facility) of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Multicurrency Revolving Credit Lender shall make an amount equal to its Applicable Percentage (in respect of the Multicurrency Commitment Percentage Revolving Credit Facility) of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.03(c)(ii), each Multicurrency Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR a Base Rate Loan in Dollars to the Borrower under the Multicurrency Revolving Committed Loan to the US Borrowers Credit Facility in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan or Canadian Prime Rate Loan (as applicable) in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR LoansBase Rate Loans or Canadian Prime Rate Loans (as applicable), but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan or Canadian Base Rate Loan (as applicable) to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time (but no less frequently than once a week) in its sole and absolute discretion may request, on behalf of the US Borrowers Lead Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Multicurrency Commitment Applicable Adjusted Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Lead Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Adjusted Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Lead Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (iiii) The Swing Line Lender at any time (but no less frequently than once a week) in its sole and absolute discretion may request, on behalf of the US Borrowers Lead Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), (x) that each Multicurrency Tranche 1 Revolving Credit Lender make an ABR Multicurrency a Base Rate Loan as a Tranche 1 Revolving Committed Credit Loan and (y) that each Tranche 2 Revolving Credit Lender make a Base Rate Loan as a Tranche 2 Revolving Credit Loan, in each such case in an amount equal to (I) such Tranche 1 Revolving Credit Lender’s Multicurrency Commitment Tranche 1 Applicable Adjusted Percentage of the amount of all Tranche 1 Swing Line Loans Participations then outstandingoutstanding (such Tranche 1 Revolving Credit Lender’s “Tranche 1 Swing Line Reimbursement Percentage”) and (II) such Tranche 2 Revolving Credit Lender’s Tranche 2 Applicable Adjusted Percentage of the amount of all Tranche 2 Swing Line Participations then outstanding (such Tranche 2 Revolving Credit Lender’s “Tranche 2 Swing Line Reimbursement Percentage”). Such Each such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount Revolving Credit Facility, the unutilized portion of Multicurrency Commitments the Tranche 1 Revolving Credit Commitments, the unutilized portion of the Tranche 2 Revolving Credit Commitments, and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Lead Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each (A) Tranche 1 Revolving Credit Lender shall make available to the Administrative Agent an amount equal to its Multicurrency Commitment Tranche 1 Swing Line Reimbursement Percentage of the amount specified in such Borrowing Request Committed Loan Notice and (B) Tranche 2 Revolving Credit Lender shall make available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect an amount equal to the applicable its Tranche 2 Swing Line Loan) Reimbursement Percentage of the amount specified in such Committed Loan Notice, in each case in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each such Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Lead Borrower in such amount, as a Tranche 1 Revolving Credit Loan, in the case of Tranche 1 Swing Line Participations, and as a Tranche 2 Revolving Credit Loan, in the case of Tranche 2 Swing Line Participations. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Base Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrowers with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice 89826417_6 available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time 12:00 noon. on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Base Rate Committed Loan to the US Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.. If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Loans, together with interest as provided herein. 61 89826417_6

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Percentage 's Pro Rata Share of the amount of Swing Line Loans then outstanding and shall, no later than 14 days after the making of any Swing Line Loan then still outstanding, request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Revolving Lender's Pro Rata Share of the amount of such Swing Line Loan. Such Any such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified ------------ therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Loan Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall ------------ furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s 's Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time 9:00 a.m. on the day specified in such Borrowing RequestLoan Notice, whereupon, subject to Section ------- 2.04(c)(ii), each Revolving Lender that so makes funds available shall ----------- be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers (which hereby irrevocably authorize the Swing Line Lender Lenders to so request on its their behalf), that each Multicurrency applicable Revolving Credit Lender make an ABR Multicurrency Revolving a Committed Loan in an amount equal to such Revolving Credit Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments U.S. Revolving Credit Facility or the Global Revolving Credit Facility, as applicable, and the conditions set forth in Section 4.02. The applicable Swing Line Lender shall furnish the Borrowing Agent applicable Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each applicable Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in the applicable currency in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the applicable Swing Line Lender at the Administrative Agent’s Office for US Dollar-payments denominated payments in the applicable currency not later than 1:00 p.m. Local Time (Eastern time, in the case of U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Committed Loan to the US Borrowers applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Each Swing Line Loan shall be due and payable on the tenth Business Day following the making of such Swing Line Loan; provided that the Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Base Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time 12:00 noon on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Base Rate Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Multicurrency Revolving Credit Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Multicurrency Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds Dollars in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Multicurrency Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency a Revolving Committed Credit Loan in the form of a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving 106 Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount in the applicable currency equal to its Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount specified in such Borrowing Request Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 3:00 p.m. Local Time on the day specified in such Borrowing RequestLoan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. Upon the remission by the Administrative Agent to the Swing Line Lender of the full amount specified in such Loan Notice, the Borrower shall be deemed to have repaid the applicable Swing Line Loan.

Refinancing of Swing Line Loans. (i) The Any Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize the authorizes each Swing Line Lender to so request on its behalf), that each Multicurrency Dollar Tranche Lender make an ABR Multicurrency a Base Rate Committed Revolving Committed Loan in an amount equal to such Dollar Tranche Lender’s Multicurrency Commitment Applicable Percentage of such Swing Line Lender’s ratable portion of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Committed Revolving Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Such Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Dollar Tranche Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line LoanLoan for the account of any Dollar Tranche Lender) for the account of the applicable Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day date specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Dollar Tranche Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Committed Revolving Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time (but no less frequently than once a week) in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency a Base Rate Loan as a Revolving Committed Credit Loan in an amount equal to (I) such Revolving Credit Lender’s Multicurrency Commitment Applicable Adjusted Percentage of the amount of all Swing Line Loans Participations then outstandingoutstanding (such Revolving Credit Lender’s “Swing Line Reimbursement Percentage”). Such Each such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount Revolving Credit Facility, the unutilized portion of Multicurrency Commitments the Revolving Credit Commitments, and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make available to the Administrative Agent an amount equal to its Multicurrency Commitment Swing Line Reimbursement Percentage of the amount specified in such Borrowing Request Committed Loan Notice and in immediately available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time p.m., New York City time, on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each such Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amountamount as a Revolving Credit Loan. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers U.S. Borrower (each of which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans made by then outstandingSwing Line Lender then outstanding (the “Refunded Swing Line Loans”). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance (including with respect to prior notice requirements) with the requirements of Section 2.032.02(b), without regard to the minimum and multiples specified therein for the principal amount of ABR Loanstherein, but subject to the unutilized portion of the aggregate amount of Multicurrency unused Revolving Commitments and the conditions set forth in Section 4.024.03. The Swing Line Lender shall furnish the Borrowing Agent U.S. Borrower with a copy of the applicable Borrowing Request such Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time (New York City time) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan to the US Borrowers U.S. Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Swing Line Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Aggregate Commitments and the Revolving Credit Availability Amount and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent US Borrower with a copy of the applicable Borrowing Request Swing Line Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Swing Line Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestSwing Line Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Tranche B Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans US_ACTIVE:\44299297\214\35899.0483 then outstanding. Such Each such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02(a), without regard to the minimum and multiples specified therein for the principal amount of ABR LoansBase Rate Loans or the conditions set forth in Section 4.02, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments and the conditions set forth in Section 4.02Tranche B Revolving Credit Commitments. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Tranche B Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Tranche B Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Tranche B Revolving Committed Credit Loan that is a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, (A) on behalf of the US Borrowers U.S. Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency U.S. Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment 's Applicable Percentage of the amount of Dollar Swing Line Loans then outstanding, (B) on behalf of the Euro Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Euro Revolving Credit Lender make a Eurocurrency Rate Loan with an initial Interest Period of one month in an amount equal to such Lender's Applicable Percentage of the amount of Euro Swing Line Loans then outstanding, or (C) on behalf of the UK Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each UK Revolving Credit Lender make a Eurocurrency Rate Loan with an initial Interest Period of one month in an amount equal to such Lender's Applicable Percentage of the amount of UK Swing Line Loans them outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans or Eurocurrency Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments applicable Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent applicable Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender U.S. Revolving Credit Lender, each Euro Revolving Credit Lender, or each UK Revolving Credit Lender, as applicable, shall make an amount equal to its Multicurrency Commitment Applicable U.S. Revolving Credit Percentage, Applicable Euro Revolving Credit Percentage or Applicable UK Revolving Credit Percentage, respectively, of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s 's Office for US Dollar-denominated payments not later than 1:00 p.m. (Relevant Local Time Time) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.06(e)(ii), each U.S. Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers U.S. Borrowing in such amount, each Euro Revolving Credit Lender that so makes funds available shall be deemed to have made a Eurocurrency Rate Loan (with an initial Interest Period of one month) to the Euro Borrower in such amount and each UK Revolving Credit Lender that so makes funds available shall be deemed to have made a Eurocurrency Rate Loan (with an initial Interest Period of one month) to the UK Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower or the Designated Borrower, as applicable, (each of which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its respective behalf), that each Multicurrency Revolving Facility Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Revolving Facility Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 and 2.03, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to sufficient Availability, the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Facility and the conditions set forth in Section 4.025.05. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Facility Lender shall make an amount equal to its Multicurrency Commitment Revolving Facility Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing Request, whereupon, subject to Section 2.04(c)(ii), each Revolving Facility Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower or the Designated Borrower, as applicable, in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share (regardless of the Class of Revolving Credit Commitments held by such Lender) of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share (regardless of the Class of Revolving Credit Commitments held by such Lender) of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Each Swing Line Loan shall be due and payable on the tenth Business Day following the making of such Swing Line Loan; provided that the Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers applicable Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving Committed Loan in an amount equal to such Lender’s Multicurrency Commitment 's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof, but such Borrower shall not be deemed to have made any representations and warranties in connection with such Borrowing Request) and in accordance with the requirements of Section 2.03Sections 2.2 and 2.3, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but and not subject to the unutilized portion of the aggregate amount of Multicurrency Commitments and the conditions set forth in Section 4.024.2 and provided that, after giving effect to such Borrowing, the total Revolving Exposures shall not exceed the total Commitments. The Swing Line Lender shall furnish the Borrowing Agent Company, on behalf of such Borrower, with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments as directed not later than 1:00 p.m. Local Time 12:00 noon, New York City time, on the day specified in Business Day following receipt of such Borrowing RequestRequest by the Lenders, whereupon, subject to Section 2.04(c)(ii2.20(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed Loan to the US Borrowers applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage (excluding 2020 Loans and 2020 Loan Commitments) of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage (excluding 2020 Loans and 2020 Loan Commitments) of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent by wire transfer in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. The Administrative Agent shall notify the Borrower in writing of any refinancing of or participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Co-Borrowers (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Co-Borrowers with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Multicurrency Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Multicurrency Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Co-Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Base Rate Committed Revolving Committed Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Committed Revolving Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Committed Revolving Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) i.The Swing Line Lender at any time in its sole and absolute discretion discretion, but no less frequently than weekly, may request, on behalf of the US Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on its their behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency a Base Rate Revolving Committed Credit Loan in an amount equal to such Revolving Credit Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, 2.02 without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lender shall furnish the Borrowing Borrower Agent with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time 2:00 P.M. on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Revolving Committed Credit Loan to the US Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Any Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers (which hereby irrevocably authorize the each Swing Line Lender to so request on its their behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Base Rate Committed Revolving Committed Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Percentage of such Swing Line Lender’s ratable portion of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Committed Revolving Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Such Swing Line Lender shall furnish the Borrowing Agent Parent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the 64069629 applicable Swing Line LoanLoan for the account of any Revolving Lender) for the account of the applicable Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day date specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Committed Revolving Committed Loan to the US Borrowers relevant Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize the authorizes such Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstandingoutstanding (provided that such request shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 8.01(f) or (g) or upon the exercise of any of the remedies provided in Section 8.02). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.024.03. The relevant Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time (New York City time) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender Lender, at any time in its sole and absolute discretion may requestfrom time to time no less frequently than once weekly, shall on behalf of the US Co-Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on its their behalf), ) request that each Multicurrency Lender make an ABR Multicurrency a Base Rate Revolving Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstandingoutstanding (the “Refunded Swing Line Loan”). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Co-Borrowers with a copy of the applicable Borrowing Request Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Revolving Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestRevolving Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Revolving Committed Loan to the US Co-Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LenderLender and applied to repay the Refunded Swing Line Loan.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time five (5) or more Business Days after the making of a Swing Line Loan and in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower or the applicable Co-Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Revolving Credit Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Revolving Credit Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Revolving Credit Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestRevolving Credit Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Credit Loan that is a Base Rate Loan to the US Borrowers Borrower or the applicable Co-Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Base Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrowers with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent 60 90295627_3 may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time 12:00 noon. on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Base Rate Committed Loan to the US Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.. If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Loans, together with interest as provided herein. 61 90295627_3

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may may, request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Eurodollar Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding; provided that (unless an Autoborrow Agreement is then in effect) the Swing Line Lender intends to request each Lender to make such Eurodollar Rate Committed Loans no less frequently than twice in any given calendar month. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Eurodollar Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice (or, if later, one Business Day after the Swing Line Lender delivers such notice), whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Eurodollar Rate Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Dollar Revolving Credit Lender make an ABR Multicurrency a Dollar Revolving Committed Credit Loan that is a Base Rate Loan in an amount equal to such Lender’s Multicurrency Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment Percentage as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion conditions set forth in Section 4.03 and provided that after giving effect thereto, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of Multicurrency Commitments and its Dollar Revolving Credit Commitment as a percentage of the conditions set forth in Section 4.02Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit Commitment. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Dollar Revolving Credit Lender shall make an amount equal to its Multicurrency Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment Percentage as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-Dollar denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Dollar Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Dollar Revolving Committed Credit Loan that is a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Dollar Revolving Credit Lender make an ABR Multicurrency a Dollar Revolving Committed Credit Loan that is a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments and the conditions set forth in Section 4.024.03 and provided that after giving effect thereto, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit Commitment. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Dollar Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-Dollar denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Dollar Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Dollar Revolving Committed Credit Loan that is a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share of the amount of Swing Line Loans made by then outstandingSwing Line Lender then outstanding (the “Refunded Swing Line Loans”). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance (including with respect to prior notice requirements) with the requirements of Section 2.032.03(b), without regard to the minimum and multiples specified therein for the principal amount of ABR Loanstherein, but subject to the unutilized portion of the aggregate amount of Multicurrency unused Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request such Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time (New York City time) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.03(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Domestic Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers applicable Domestic Borrower (which hereby irrevocably authorize requests and authorizes the Domestic Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Domestic Swing Line Loans then outstanding. Each Foreign Swing Line Lender at any time in its sole discretion may request, on behalf of the applicable Foreign Borrower (which hereby irrevocably requests and authorizes such Foreign Swing Line Lender to so request on its behalf), that each Revolving Lender make a Revolving Loan that is a Eurocurrency Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of the then outstanding Foreign Swing Line Loans made by such Foreign Swing Line Lender to such Foreign Borrower and in the currency of such Foreign Swing Line Loans. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Eurocurrency Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments and the conditions set forth in Section 4.025.03 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The applicable Swing Line Lender shall furnish the Borrowing Agent Company with a copy of the applicable Borrowing Request Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Loan Notice and in the currency specified in such Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the applicable Swing Line Lender at the Administrative Agent’s Office for US Dollar-payments denominated payments in the applicable currency not later than 1:00 p.m. Local p.m., in the case of any Revolving Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan denominated in an Alternative Currency, in each case on the day Business Day specified in such Borrowing Requestthe applicable Loan Notice, whereupon, subject to Section 2.04(c)(ii2.04(f)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Loan to the US Borrowers Company in such amountamount and currency. The Administrative Agent shall remit the funds so received and in the currency received to the applicable Swing Line Lender.. CHAR1\1550647v12

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may may, and in any event on the fifth Business Day after such Swing Line Loan is made, shall request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Notice promptly after delivering such notice to the Facilities Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Notice available to the Facilities Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Facilities Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time p.m., New York City time, on the day specified in such Borrowing RequestNotice, whereupon, subject to Section 2.04(c)(ii), each Swing Line Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Base Rate Revolving Committed Loan to the US Borrowers Borrower in such amount. The Facilities Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize the authorizes such Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount of Swing Line Loans of the Borrower then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The relevant Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed Loan a Base Rate Loan, as applicable, to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiiii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the applicable Swing Line Loans, together with interest as provided herein. - 84-

Refinancing of Swing Line Loans. (i) The Each Swing Line Loan shall be due and payable on the tenth Business Day following the making of such Swing Line Loan; provided that the Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Base Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment 's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.024.02 and provided that, after giving effect to such Borrowing, the Total Outstandings shall not exceed the Aggregate Commitments. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s 's Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Base Rate Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstandingoutstanding (which Base Rate Loans shall be used to refinance such Swing Line Loans). Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. To the extent that a Swing Line Loan has been refinanced with a Borrowing of Base Rate Loans pursuant to this Section 2.04(c)(i), such Swing Line Loan shall be deemed repaid for all purposes herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), or in any event automatically upon the maturity of each Swing Line Loan as set forth in Section 2.07(c), that each Multicurrency other Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time 11:00 a.m. on the day Business Day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Company or the Foreign Borrower, as applicable (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed Loan (x) a Base Rate Loan, in respect of Domestic Swing Line Loans and (y) a Eurocurrency Rate Loan, in respect of Foreign Swing Line Loans, in each case in an amount equal to such Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, Base Rate Loans but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Company or the Foreign Borrower, as applicable, with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) in Dollars if the applicable Swing Line Loan is a Domestic Swing Line Loan or the currency of the applicable Swing Line Loan if the Swing Line Loan is a Foreign Swing Line Loan for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated such payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan or Eurocurrency Rate Loan, as applicable, to the US Borrowers Company or to the Foreign Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion discretion, but no less frequently than weekly, may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Lender make an ABR Multicurrency a Eurodollar Rate Revolving Committed Loan in an amount equal to such Revolving Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, 2.02 without regard to the minimum and multiples specified therein for the principal amount of ABR Eurodollar Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 2:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Eurodollar Rate Revolving Committed Loan to the US Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving a Base Rate Committed Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding; provided that (unless an Autoborrow Agreement is then in effect) the Swing Line Lender shall request each Lender to make such Loans no less frequently than once every calendar month. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving a Base Rate Committed Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request and no less frequently than weekly shall request, in each case, on behalf of the US Borrowers Company (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02 , without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Commitments Revolving Credit Facility and the conditions set forth in Section 4.025.02 . The Swing Line Lender shall furnish the Borrowing Agent Company with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii)) , each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Multicurrency Commitment Applicable Percentage of the amount specified in such Borrowing Request Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 2:00 p.m. Local Time on the day specified in such Borrowing RequestLoan Notice (provided that such Lender receives such Loan Notice from the Administrative Agent by 12:00 noon on such Business Day), whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Multicurrency a Revolving Committed Loan that is a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, and shall request on each Settlement Date, on behalf of the US Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on its their behalf), that each Multicurrency Tranche A Lender make an ABR Multicurrency Revolving Committed a Tranche A Loan that is a Prime Rate Loan in an amount equal to such Tranche A Lender’s Multicurrency Commitment Tranche A Applicable Percentage of the principal amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Prime Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Lead Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Tranche A Lender shall make an amount equal to its Multicurrency Commitment Tranche A Applicable Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Tranche A Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Tranche A Loan that is a Prime Rate Loan to the US Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers applicable Borrower (each of which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency USD Revolving Credit Lender make an ABR Multicurrency a USD Revolving Committed Credit Loan that is a Base Rate Loan in an amount equal to such USD Revolving Credit Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstandingoutstanding for the account of such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes 100 hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent applicable Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each USD Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral of the applicable Borrower available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each USD Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (iiii) The Swing Line Lender at any time in its sole and absolute discretion may may, request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency a Revolving Committed Credit Loan that is a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Multicurrency Commitment Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount Revolving Credit Facility and provided that no Event of Multicurrency Commitments and the conditions set forth in Section 4.02Default exists or would result therefrom. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Applicable Revolving Credit Percentage of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Dollar Lender and/or Multicurrency Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Commitment Percentage Percentage, as the case may be, of the amount of Dollar Swing Line Loans or Multicurrency Swing Line Loans then outstanding, as the case may be. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion portions of the aggregate amount of Dollar Tranche and/or the Multicurrency Commitments Tranche and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Dollar Lender or Multicurrency Lender, as the case may be, shall make an amount equal to its Applicable Dollar Percentage or Applicable Multicurrency Commitment Percentage Percentage, as the case may be, of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Swing Line Loan) funds for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii2.05(c)(ii), each such Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Borrower (which hereby irrevocably authorize authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Lendxx’x Xro Rata Share or other applicable share provided for under this Agreement of the amount of Swing Line Loans of the Borrower then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed Loan a Base Rate Loan, as applicable, to the US Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. Upon the remission by the Administrative Agent to the Swing Line Lender of the full amount specified in such Committed Loan Notice, the Borrower shall be deemed to have repaid the applicable Swing Line Loan.

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrowers Lead Borrower (which hereby irrevocably authorize the authorizes such Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make an ABR Multicurrency Revolving Committed a Base Rate Loan in an amount equal to such Lender’s Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.032.02, without regard to the minimum and multiples specified therein for the principal amount of ABR Base Rate Loans, but subject to the unutilized portion of the aggregate amount of Multicurrency Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent Lead Borrower with a copy of the applicable Borrowing Request Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Multicurrency Commitment Percentage Pro Rata Share or other applicable share provided for under this Agreement of the amount specified in such Borrowing Request Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. Local Time (New York City time) on the day specified in such Borrowing RequestCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made an ABR Multicurrency Revolving Committed a Base Rate Loan to the US Borrowers Lead Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.