Common use of Refunding of Swing Line Loans Clause in Contracts

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Working Capital Facility Loan in accordance with procedures specified herein. If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.4(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh tenth (10th) day (or following the making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Revolving Facility Loan in accordance with procedures specified herein; provided that if such tenth day is not a Business Day, payment shall be due on the next succeeding Business Day following (such date the seventh day) after “Swing Line Loan Expiration Date”). If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the Swing Line Loan Expiration Date, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower hereby irrevocably directs authorize the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Revolving Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Revolving Facility Lender’s Revolving Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.4(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Lender or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh tenth day (or if such day is not a Business Day, the next Business Day following the seventh tenth day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent Lender and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent Lender to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Loan (in the date case of such notice, to repay the a Dollar Swing Line Lenders. Each Lender Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Loan is borrowed, the Borrowers shall make repay all Dollar Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Swing Line Lenders Loans outstanding and immediately (ii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent or the Canadian Agent, as applicable, to repay any Multicurrency Swing Line Lenders to repay Loans outstanding. If the Refunded Administrative Agent or the Canadian Agent, as applicable, shall not have received full repayment in cash of any Swing Line Loans. Effective Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in this regard), that each Dollar Working Capital Facility Lender or Multicurrency Working Capital Facility Lender, as applicable, including the applicable Swing Line Lender, make a Dollar Working Capital Facility Loan (which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Working Capital Facility Lender’s Dollar Working Capital Facility Commitment Percentage or Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (a “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of this Section 2.6 shall apply), each Dollar Working Capital Facility Lender or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to each Relevant Swing Line Lender, the ratable portion of the proceeds of its Dollar Working Capital Facility Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such Swing Line Loan requests Lender available to such Swing Line Lender for the refunding account of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Lender at such Swing Line Loan Lender’s Applicable Lending Office for Base Rate Loans or Prime Rate Loans, as described aboveapplicable, prior to 4:00 p.m. (New York City time) in funds immediately available on the Business Day such request is made. The proceeds of such Dollar Working Capital Facility Loans or Multicurrency Working Capital Facility Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans.

Refunding of Swing Line Loans. (a) Either the The Applicable Swing Line Agent or the Administrative AgentLender may, at any time in its sole and absolute discretion maydiscretion, and on the seventh day behalf of (or if such day is not a Business Dayi) US Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans Loan made to a US Borrower, (ii) UK Borrower shallwith respect to any Swing Line Loan made to UK Borrower or Safeline Limited (or if UK Borrower is not able to borrow under the Revolving Facility, on behalf of such US Borrower), or (iii) CH Borrower, with respect to any Swing Line Borrower other than US Borrower, UK Borrower and Safeline Limited (and each such Applicable Borrower hereby irrevocably directs the Applicable Swing Line Agent and Administrative Agent Lender to so act on its behalf and behalf), request each Revolving Facility Lender to make a Revolving Loan to the Applicable Borrower (x) with respect to such Borrower)Credit Suisse First Boston, upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in CHF in an amount equal to such Revolving Facility Lender’s Commitment Percentage 's Pro Rata Share of the CHF Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) Lender outstanding on the date such notice is given, and (y) with respect to each other Swing Line Lender other than Credit Suisse First Boston, in the Applicable Currency of such notice, to repay the Swing Line LendersLoans made by such Swing Line Lender (or, with respect to Scotiabank, as identified and made by it) in an amount equal to such Revolving Facility Lender's Pro Rata Share of the Subsidiary Currency Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Lender outstanding on the date such notice is given. Each Unless any of the events described in subsection 9.1(f) or (g) shall have occurred (in which event the procedures of Section 2.19 shall apply), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied or the aggregate amount of such Revolving Loans is not in the minimum or integral amount otherwise required hereunder, each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Loan available to (x) with respect to US Borrower and UK Borrower, the Administrative Agent for the account of Scotiabank at its the office set forth of the Administrative Agent in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York prior to 11:00 a.m. (New York City timetime with respect to any refunding of a Swing Line Loan made in U.S. Dollars or London, England time with respect to any other Swing Line Loan) in Same Day Funds on the Business Day next succeeding the date such notice is given, and (y) with respect to CH Borrower, the Applicable Swing Line Lender for the account of such noticeApplicable Swing Line Lender at the office of such Applicable Swing Line Lender prior to 11:00 a.m. (local time) in Same Day funds on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the outstanding Swing Line Loans so paid shall no longer be outstanding as of the Applicable Swing Line LoansLender. Notwithstanding any provision hereof All Revolving Loans made pursuant to this Section 2.18 shall be LIBOR Rate Loans with an Interest Period of one month (but, subject to the contraryother provisions of this Agreement, if prior may be continued as LIBOR Rate Loans with a different Interest Period). No Revolving Facility Lender need make any Loan under this Section 2.18 (x) with respect to the seventh day Credit Suisse First Boston, other than in CHF and (or if such day is not a Business Day, the next Business Day following such seventh dayy) after the Borrowing Date with respect to any other Swing Line LoanLender, unless the Swing Line Loan has been made in accordance with subsection 2.16(b). Notwithstanding any other provision of this Agreement, if any Swing Line Lender lending such shall have made Swing Line Loan requests Loans to or Issued Letters of Credit for the refunding account of a Subsidiary Swing Line Borrower such that the sum of the amount of Swing Line Loans made and outstanding to such Subsidiary Swing Line Borrower, plus the Subsidiary L/C Effective Amount of Subsidiary L/C Obligations of such Subsidiary Swing Line Loan as described Borrower is in excess of the first sentence above, the Administrative Agent shall effect the refunding of all outstanding applicable Subsidiary Swing Line Borrower Sublimit of such Subsidiary Swing Line Borrower (or, with respect to M-T GmbH, in excess of the CHF Equivalent of the Subsidiary Swing Line Borrower Sublimit of M-T GmbH), no Lender shall have any obligation to make a Revolving Loan as described abovewith respect to such excess.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or As often as the Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and deems appropriate, but in no event later than 11:00 A.M. (New York City time) on the seventh day each Wednesday (or the next Business Day if such day Wednesday is not a Business Day) (each a “Settlement Date”), the next Business Day following Swing Line Lender shall require (and the seventh dayRevolving Lenders and the Borrower agree that the Swing Line Lender shall have the right to so require) after that the Borrowing Date with respect to any then outstanding Swing Line Loans be refinanced as a Revolving Loan. Such Revolving Loan shall be a Base Rate Loan unless otherwise requested by and available to a the Borrower shallhereunder. Upon receipt of such notice by the Borrower and the Revolving Lenders, the Borrower shall be deemed, on behalf such day, to have requested a Revolving Loan in the principal amount of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Loan in accordance with Section 2.1(b). Such Revolving Loan shall be evidenced by the Notes (or, if a Revolving Lender has not requested a Note, by the records of the Administrative Agent and Administrative Agent to so act on its behalf and with respect to such BorrowerRevolving Lender), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby . Each Revolving Xxxxxx agrees to make, make a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, subject to repay no conditions precedent whatsoever. Each Revolving Lender acknowledges and agrees that such Revolving Lender’s obligation to make a Revolving Loan pursuant to subsection (a) of this Section when required by this subsection (b) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default, and that its payment to the Administrative Agent, for the account of the Swing Line Lenders. Each Lender shall make Lender, of the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans Loan shall be distributed by made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. The Borrower irrevocably authorizes and instructs the Administrative Agent to apply the Swing Line Lenders and immediately applied by the Swing Line Lenders proceeds of any borrowing pursuant to this subsection (b) to repay the Refunded Swing Line Loans. Effective on the day in full such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan. Each Revolving Lender is hereby authorized to record on its records relating to its Note (or, any Swing Line if such Revolving Lender lending has not requested a Note, its records relating to Revolving Loans) such Revolving Lender’s pro rata share of the amounts paid to refund such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveLoan.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or If the Administrative Agent, at any time Agent shall not have received full repayment in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to cash of any Swing Line Loans to a Borrower shall, on behalf of such Borrower Loan at or before 11:00 a.m. (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 2:00 p.m. (New York City time), on the relevant refunding datesuch day, request each on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to make, and, subject to Section 2.2(bact on its behalf), that each Lender hereby agrees to makeApproving Swing Line Lender, including the Swing Line Lender, make a Revolving Credit Loan to such Borrower, at (which initially shall be a Cost of Funds Loan with an Interest Period ending the rate applicable to the Swing Line Loans of such Borrower, next Business Day) in an amount equal to such Lender’s Commitment 's Stated Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the “a "Refunded Swing Line Loans”Loan"). In accordance with Section 2.5(d), unless any of the events described in Section 9(f) outstanding on shall have occurred (in which event the date procedures of such noticeclause (b) of this Section 2.5 shall apply), each Approving Swing Line Lender (other than ING) shall make the proceeds of its Revolving Credit Loan available to repay the Swing Line Lenders. Each Lender for the account of the Swing Line Lender at the Swing Line Lender's Applicable Lending Office for Cost of Funds Loans prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made, provided, that, with respect to ING, the Administrative Agent will advance ING's portion of such Revolving Credit Loan on the Business Day next succeeding the date such request is made and, in accordance with Section 2.5(d), ING shall make be irrevocably obligated, regardless of whether it has affirmatively agreed to fund its Stated Percentage of the related Revolving Credit Loan, to pay to the Administrative Agent the amount of such Revolving Credit Loan available to advanced by the Administrative Agent on ING's behalf, plus interest (at its the rate specified in the Fronting Fee Letter) at the Administrative Agent's office set forth specified in Section 9.2 in immediately available funds, no later than 1:00 P.M., 11.2 prior to 3:00 p.m. (New York City time, ) on the date of that is one (1) Business Day after such noticeBusiness Day. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the The Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan (or, if earlier, the Borrowing Date Working Capital Facility Maturity Date), including by arranging to refinance such Swing Line Loan with respect to a Working Capital Facility Loan in accordance with procedures specified herein. If the Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such the Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.6 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 4:00 p.m. (New York City time, ) in funds immediately available on the date of Business Day such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date date of such borrowing with respect to any Swing Line Loans to a the Borrower shall, on behalf of such the Borrower (and each the Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such the Borrower, at the rate applicable to the Swing Line Loans of such Borrowerset forth in SECTION 3.2 hereof, in an the pro rata amount determined pursuant to SECTION 4.2. hereof equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such the Borrower (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative administrative Agent at its office set forth in Section 9.2 SECTION 11.2 hereof in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day date such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Lender or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent Lender and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent Lender to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Loan (in the date case of such notice, to repay the a Dollar Swing Line Lenders. Each Lender Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Loan is borrowed, the Borrowers shall make repay all Dollar Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Swing Line Lenders Loans outstanding and immediately (ii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent or the Canadian Agent, as applicable, to repay any Multicurrency Swing Line Lenders to repay Loans outstanding. If the Refunded Administrative Agent or the Canadian Agent, as applicable, shall not have received full repayment in cash of any Swing Line Loans. Effective Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in this regard), that each Dollar Working Capital Facility Lender or Multicurrency Working Capital Facility Lender, as applicable, including the applicable Swing Line Lender, make a Dollar Working Capital Facility Loan (which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Working Capital Facility Lender’s Dollar Working Capital Facility Commitment Percentage or Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (a “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of this Section 2.6 shall apply), each Dollar Working Capital Facility Lender or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to each Relevant Swing Line Lender, the ratable portion of the proceeds of its Dollar Working Capital Facility Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such Swing Line Loan requests Lender available to such Swing Line Lender for the refunding account of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Lender at such Swing Line Loan Lender’s Applicable Lending Office for Base Rate Loans or Prime Rate Loans, as described above.applicable, prior to 4:00 p.m. (New York City time) in funds

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Committed Tranche Maturity Date, the Dollar Working Capital Facility Uncommitted Tranche Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Committed Tranche Loan (in the date case of such notice, to repay the a Dollar Committed Tranche Swing Line Lenders. Each Lender Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (in the case of a Dollar Uncommitted Tranche Swing Line Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Committed Tranche Loan is borrowed, the Borrowers shall make repay all Dollar Committed Tranche Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Committed Tranche Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Committed Tranche Swing Line Lenders Loans outstanding, (ii) on each date that a Dollar Working Capital Facility Uncommitted Tranche Loan is borrowed, the Borrowers shall repay all Dollar Uncommitted Tranche Swing Line Loans then outstanding and immediately the proceeds of any such Dollar Working Capital Facility Uncommitted Tranche Loans shall be applied by the Administrative Agent to repay any Dollar Uncommitted Tranche Swing Line Lenders Loans outstanding and (iii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent to repay the Refunded any Multicurrency Swing Line LoansLoans outstanding. Effective If the Administrative Agent shall not have received full repayment in cash of any Swing Line Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in this regard), that each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility Uncommitted Tranche Lender or Multicurrency Working Capital Facility Lender, as applicable, including the applicable Swing Line Lender, make a Dollar Working Capital Facility Committed Tranche Loan (which initially shall be a Base Rate Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Working Capital Facility Commitment Percentage, such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage or such Multicurrency Working Capital Facility Lender’s Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan requests the refunding of such (a “Refunded Swing Line Loan as described Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the first sentence aboveprocedures of clause (b) of this Section 2.6 shall apply), the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender may, at any time and from time to time in its sole and absolute discretion maydiscretion, and on the seventh day (or if such day is but not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shallless frequently than weekly, on behalf of such Borrower Borrowers (and each Borrower hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrower), upon notice given by behalf) request each Revolving Lender (including the Swing Line Agent Lender) to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Loan Advance (Revolver A) or Revolving Credit Advance (Revolver B) to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, Borrowers in an amount equal to such Revolving Lender’s Commitment Percentage 's Pro Rata Share of the principal amount of such the Swing Line Loans of such Borrower Loan (Revolver A) or Swing Line Loan (Revolver B), as the case may be (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOAN") outstanding on the date such notice is given. Unless any of such notice, the events described in SECTIONS 8.1(H) OR 8.1(I) shall have occurred (in which event the procedures of SECTION 1.1(F)(IV) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to repay the Swing Line Lenders. Each Lender shall make the amount making of such Revolving Credit Loan available Advance (Revolver A) or Revolving Credit Advance (Revolver B), as the case may be, are then satisfied, each Revolving Lender shall disburse directly to Revolver Agent its Pro Rata Share of such Revolving Credit Advance (Revolver A) or Revolving Credit Advance (Revolver B), as the Administrative Agent at its office set forth in Section 9.2 case may be, on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds, no later than 1:00 P.M., New York City time, funds on the Business Day next succeeding the date of such noticenotice is given. The proceeds of such Revolving Credit Loans Advances (Revolver A) or Revolving Credit Advances (Revolver B), as the case may be, shall be distributed by the Administrative Agent immediately paid to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders to repay the applicable Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion Loan of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveBorrowers.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and on may (or, upon the seventh day (or if such day is not a Business Day, request of the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Lender, shall, ) on behalf of such the relevant Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, behalf) request that each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the then outstanding principal amount of Swing Line Loans (the "Refunded Swing Line Loans") owing by such Borrower on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 2.3); provided that, at any time as there shall be a Swing Line Loan of any Borrower outstanding for more than seven Business Days, the Administrative Agent shall, on the eighth Business Day after the making of such Swing Line Loans Loan, request (on behalf of such Borrower, which hereby irrevocably directs the Administrative Agent to act on its behalf) that each Lender make a Revolving Credit Loan to such Borrower in an amount equal to such Lender's Commitment Percentage of the principal amount of such outstanding Swing Line Loan (the “regardless of whether Refunded Swing Line Loans”) outstanding on Loans comply with the date minimum borrowing provisions of such notice, to repay subsection 2.3). In the event that the Swing Line Lenders. Each Lender makes its request for refunding of the Swing Line Loans, each Lender shall make the amount proceeds of such its Revolving Credit Loan available to the Administrative Agent, for the benefit of the Swing Line Lender, at the Canadian Administrative Agent's Account for value prior to 11:00 A.M., Toronto time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., Toronto time, on any date, then the proceeds of such Revolving Credit Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City Toronto time, on the date of such notice. The proceeds request); provided, however, that in the event that any of the events described in Section (i) or (ii) shall have occurred and be continuing, the Lenders shall not make such Revolving Credit Loans and the provisions of subsection 5.4 (b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and may (or, upon the request of the Swing Line Lender, shall) on behalf of the seventh day relevant Borrower (or if which hereby irrevocably directs the Administrative Agent to act on its behalf) request that each Lender make a Revolving Credit Loan in an amount equal to such day is not a Business Day, Lender's Commitment Percentage of the next Business Day following the seventh day) after the Borrowing Date with respect to any then outstanding principal amount of Swing Line Loans to (the "Refunded Swing Line Loans") owing by such Borrower on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 2.5); provided that, at any time as there shall be a Swing Line Loan of any Borrower outstanding for more than seven Business Days, the Administrative Agent shall, on the eighth Business Day after the making of such Swing Line Loan, request (on behalf of such Borrower (and each Borrower Borrower, which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect behalf) that each Lender make a Revolving Credit Loan to such BorrowerBorrower in an amount equal to such Lender's Commitment Percentage of the principal amount of such outstanding Swing Line Loan (regardless of whether Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 2.5), upon notice given by . In the event that the Swing Line Agent Lender makes its request for refunding of the Swing Line Loans, each Lender shall make the proceeds of its Revolving Credit Loan available in immediately available funds to the Administrative Agent, or by for the benefit of the Swing Line Lender, at the Administrative Agent's Account prior to 11:00 A.M., no later than New York City time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., New York City time, on the relevant refunding any date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at then the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount proceeds of such Revolving Credit Loan Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City time, on the date of such notice. The proceeds request); provided, however, that in the event that any of the events described in Section -45- 12(g) (i) or (ii) shall have occurred and be continuing, the Lenders shall not make such Revolving Credit Loans and the provisions of subsection 5.4(b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Committed Tranche Maturity Date, the Dollar Working Capital Facility Uncommitted Tranche Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Committed Tranche Loan (in the date case of such notice, to repay the a Dollar Committed Tranche Swing Line Lenders. Each Lender Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (in the case of a Dollar Uncommitted Tranche Swing Line Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Committed Tranche Loan is borrowed, the Borrowers shall make repay all Dollar Committed Tranche Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Committed Tranche Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Committed Tranche Swing Line Lenders Loans outstanding, (ii) on each date that a Dollar Working Capital Facility Uncommitted Tranche Loan is borrowed, the Borrowers shall repay all Dollar Uncommitted Tranche Swing Line Loans then outstanding and immediately the proceeds of any such Dollar Working Capital Facility Uncommitted Tranche Loans shall be applied by the Administrative Agent to repay any Dollar Uncommitted Tranche Swing Line Lenders Loans outstanding and (iii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent to repay the Refunded any Multicurrency Swing Line LoansLoans outstanding. Effective If the Administrative Agent shall not have received full repayment in cash of any Swing Line Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in this regard), that each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility Uncommitted Tranche Lender or Multicurrency Working Capital Facility Lender, as applicable, including the applicable Swing Line Lender, make a Dollar Working Capital Facility Committed Tranche Loan (which initially shall be a Base Rate Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Working Capital Facility Commitment Percentage, such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage or such Multicurrency Working Capital Facility Lender’s Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (a “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of this Section 2.6 shall apply), each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility Uncommitted Tranche Lender (other than a Declining Lender) or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to each applicable Relevant Swing Line Lender, the ratable portion of the proceeds of its Dollar Working Capital Facility Committed Tranche Loan, Dollar Working Capital Facility Uncommitted Tranche Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such Swing Line Loan requests Lender available to such Swing Line Lender for the refunding account of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Lender at such Swing Line Loan Lender’s Applicable Lending Office for Base Rate Loans or Prime Rate Loans, as described aboveapplicable, prior to 4:00 p.m. (New York City time) in funds immediately available on the Business Day such request is made. The proceeds of such Dollar Working Capital Facility Committed Tranche Loans, Dollar Working Capital Facility Uncommitted Tranche Loans or Multicurrency Working Capital Facility Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans.

Refunding of Swing Line Loans. (a) Either If the Swingline Loan has not ----------------------------- been repaid, the Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and and, if any Swingline Loan has not bee repaid, on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Borrower, shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such each Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such ------------------------- notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the The Applicable Swing Line Agent or the Administrative AgentLender may, at any time in its sole and absolute discretion maydiscretion, and on the seventh day behalf of (or if such day is not a Business Dayi) US Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans Loan made to a US Borrower, (ii) UK Borrower shallwith respect to any Swing Line Loan made to UK Borrower or Safeline Limited (or if UK Borrower is not able to borrow under the Revolving Facility, on behalf of such US Borrower), or (iii) CH Borrower, with respect to any Swing Line Borrower other than US Borrower, UK Borrower and Safeline Limited (and each such Applicable Borrower hereby irrevocably directs the Applicable Swing Line Agent and Administrative Agent Lender to so act on its behalf and behalf), request each Revolving Facility Lender to make a Revolving Loan to the Applicable Borrower (x) with respect to such Borrower)Credit Suisse First Boston, upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in CHF in an amount equal to such Revolving Facility Lender’s Commitment Percentage 's Pro Rata Share of the CHF Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) Lender outstanding on the date such notice is given, and (y) with respect to each other Swing Line Lender other than Credit Suisse First Boston, in the Applicable Currency of such notice, to repay the Swing Line LendersLoans made by such Swing Line Lender (or, with respect to Scotiabank, as identified and made by it) in an amount equal to such Revolving Facility Lender's Pro Rata Share of the Subsidiary Currency Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Lender outstanding on the date such notice is given. Each Unless any of the events described in subsection 9.1(f) or (g) shall have occurred (in which event the procedures of Section 2.19 shall apply), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied or the aggregate amount of such Revolving Loans is not in the minimum or integral amount otherwise required hereunder, each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Loan available to (x) with respect to US Borrower and UK Borrower, the Administrative Agent for the account of Scotiabank at its the office set forth of the Administrative Agent in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York prior to 11:00 a.m. (New York City timetime with respect to any refunding of a Swing Line Loan made in U.S. Dollars or London, England time with respect to any other Swing Line Loan) in Same Day Funds on the Business Day next succeeding the date such notice is given, and (y) with respect to CH Borrower, the Applicable Swing Line Lender for the account of such noticeApplicable Swing Line Lender at the office of such Applicable Swing Line Lender prior to 11:00 a.m. (local time) in Same Day funds on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the outstanding Swing Line Loans so paid shall no longer be outstanding as of the Applicable Swing Line LoansLender. Notwithstanding any provision hereof All Revolving Loans made pursuant to this Section 2.18 shall be LIBOR Rate Loans with an Interest Period of one month (but, subject to the contraryother provisions of this Agreement, if prior to the seventh day (or if such day is not may be continued as LIBOR Rate Loans with a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.different Interest Period). No Revolving

Refunding of Swing Line Loans. (a) Either the The Applicable Swing Line Agent or the Administrative AgentLender may, at any time in its sole and absolute discretion maydiscretion, and on the seventh day (or if such day is not a Business Daybehalf of US Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans Loan made to a US Borrower, or CH Borrower, with respect to any Swing Line Borrower shall, on behalf of such other than US Borrower (and each such Borrower hereby irrevocably directs the Applicable Swing Line Agent and Administrative Agent Lender to so act on its behalf and behalf), request each Revolving Facility Lender to make a Revolving Loan (x) with respect to such Borrower)Credit Suisse, upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in CHF in an amount equal to such Revolving Facility Lender’s Commitment Percentage 's Pro Rata Share of the Dollar Equivalent amount of the CHF Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) Lender outstanding on the date such notice is given and (y) with respect to each other Swing Line Lender other than Credit Suisse, in the Offshore Currency of such notice, to repay the Swing Line LendersLoans made by such Swing Line Lender (or, with respect to Scotiabank, as identified and made by it) in an amount equal to such Revolving Facility Lender's Pro Rata Share of the Dollar Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Lender outstanding on the date such notice is given. Each Unless any of the events described in subsection 9.1(f) or (g) shall have occurred (in which event the procedures of Section 2.19 shall apply), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied or the aggregate amount of such Revolving Loans is not in the minimum or integral amount otherwise required hereunder, each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Loan available to the Administrative Agent for the account of the Applicable Swing Line Lender at its the office set forth of the Administrative Agent in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York prior to 11:00 a.m. (New York City timetime with respect to any refunding of a Swing Line Loan made in U.S. Dollars or London, England time with respect to any other Swing Line Loan) in Same Day Funds on the Business Day next succeeding the date of such noticenotice is given. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the outstanding Swing Line Loans so paid shall no longer be outstanding as of the Applicable Swing Line LoansLender. Notwithstanding any provision hereof All Revolving Loans made pursuant to this Section 2.18 shall be LIBOR Rate Committed Loans with an Interest Period of one month (but, subject to the contraryother provisions of this Agreement, if prior may be continued as LIBOR Rate Committed Loans with a different Interest Period). No Revolving Facility Lender need make any Loan under this Section 2.18 (x) with respect to the seventh day Credit Suisse, other than in CHF and (or if such day is not a Business Day, the next Business Day following such seventh dayy) after the Borrowing Date with respect to any other Swing Line LoanLender, unless the Swing Line Loan has been made in accordance with subsection 2.16(b). Notwithstanding any other provision of this Agreement, if any Swing Line Lender lending such shall have made Swing Line Loan requests Loans to a Subsidiary Swing Line Borrower in excess of the refunding applicable Subsidiary Swing Line Borrower Sublimit of such Subsidiary Swing Line Loan as described Borrower (or, with respect to M-T AG, in excess of the first sentence above, CHF Equivalent of the Administrative Agent shall effect the refunding of all outstanding Subsidiary Swing Line Borrower Sublimit of M-T AG), no Lender shall have any obligation to make a Revolving Loan as described abovewith respect to such excess.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Working Capital Facility Loan in accordance with procedures specified herein. If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.6 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 4:00 p.m. (New York City time, ) in funds immediately available on the date of Business Day such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender may, at any time in its sole and absolute discretion maydiscretion, and on behalf of the seventh day (or if such day is not a Business DayApplicable Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower Loan (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Revolving Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, Applicable Borrower in U.S. Dollars in an amount equal to such Revolving Lender’s Commitment Percentage 's Pro Rata Share of the principal amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in subsection 9.1(f) or (g) shall have occurred (in which event the procedures of Section 2.19 shall apply), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied or the aggregate amount of such noticeRevolving Loans is not in the minimum or integral amount otherwise required hereunder, to repay the Swing Line Lenders. Each each Revolving Lender shall make the amount proceeds of such its Revolving Credit Loan available to the Administrative Paying Agent for the account of the Swing Line Lender at its the office set forth of the Paying Agent in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York prior to 11:00 a.m. (New York City time, ) in Same Day Funds on the Business Day next succeeding the date of such noticenotice is given. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Lender. All Revolving Loans so paid made pursuant to this Section 2.18 shall no longer be outstanding LIBOR Loans with an Interest Period of one month (but, subject to the other provisions of this Agreement, may be continued as LIBOR Loans with a different Interest Period). No Revolving Lender need make any Loan under this Section 2.18 unless the Swing Line LoansLoan has been made in accordance with subsection 2.16. Notwithstanding any other provision hereof to the contraryof this Agreement, if prior the Swing Line Lender shall have made Swing Line Loans such that the amount of Swing Line Loans made and outstanding is in excess of the Swing Line Commitment, no Lender shall have any obligation to the seventh day (or if such day is not make a Business Day, the next Business Day following such seventh day) after the Borrowing Date Revolving Loan with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveexcess.

Refunding of Swing Line Loans. (a) Either If the Swingline Loan has not been ----------------------------- repaid, the Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and and, if any Swingline Loan has not bee repaid, on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Borrower, shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such each Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to ------------------------- repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time and from time to time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Federal Funds Rate Advance), in an amount equal to such Lender’s Commitment Bank's Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective (b) If, for any reason, Revolving Loans may not be (as determined by the Agent in its sole discretion), or are not, made pursuant to Section 2.7(a) to repay Swing Line Loans, then, effective on the day date such Revolving Credit Loans are would otherwise have been made, each Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans") in an amount equal to the portion amount of Revolving Loans which would otherwise have been made by such Bank pursuant to Section 2.7(a). Each Bank will immediately transfer to the Agent, in immediately available funds, the amount of its participation (the "Swing Line Participation Amount"), and the proceeds of such participation shall be distributed by the Agent to the Swing Line Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Bank in its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans so paid shall no longer be outstanding as Loans, the Swing Line LoansBank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Swing Line Bank any portion thereof previously distributed to it by the Swing Line Bank. (d) Each Bank's obligation to make the Revolving Loans referred to in Section 2.7(a) and to purchase participating interests pursuant to Section 2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, a Bank shall not have any provision hereof obligation to the contrary, if prior make a Revolving Loan pursuant to the seventh day (Section 2.7(a) or if such day is not to purchase a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any participating interest in a Swing Line Loan, any Swing Line Lender lending Loan pursuant to Section 2.7(b) if (A) a Default or an Event of Default shall have occurred and be continuing at the time such Swing Line Loan requests was made or if any other condition precedent set forth in Section 6.2 was not satisfied at the refunding of time such Swing Line Loan as described in was made and (B) such Bank shall have provided written notice to the first sentence aboveSwing Line Bank, received by the Administrative Agent shall effect Swing Line Bank at least one (1) Business Day prior to the refunding of all outstanding date on which such Swing Line Loan was made, that such Default or Event of Default has occurred and is continuing or that such other condition precedent set forth in Section 6.2 is not capable of being satisfied, and, as described abovea result thereof, that such Bank will not make Revolving Loans pursuant to Section 2.7(a) or purchase participating interests in Swing Line Loans pursuant to Section 2.7(b) while such Default or Event of Default is continuing or while such other condition precedent is not capable of being satisfied.

Refunding of Swing Line Loans. (a1) Either Prior to the occurrence of an Event of Default or Potential Default, Swing Line Agent Loans shall be refunded by the Lenders on a weekly basis no later than 4:00 p.m. (Charlotte, North Carolina time) on each Tuesday (or if not a business day, the next business day). First Union will provide written notice of all amounts owed by the Lenders by 2:00 p.m. (Charlotte, North Carolina time) on the day such refunding is to occur. Such refundings shall be made by the Lenders in accordance with their respective Percentage Shares and shall, thereafter, be reflected as actual Regular Loans of the Lenders on the books and records of the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day . (or if such day is not a Business Day, the next Business Day following the seventh day2) Upon demand by FUNB after the Borrowing Date with respect to occurrence of any Event of Default or Potential Default, each Lender (other than FUNB) shall irrevocably and unconditionally purchase from FUNB, without recourse or warranty (except that such outstanding Swing Line Loans in fact were made in accordance with the provisions of this Agreement, and are not subject to a Borrower shall, on behalf any Liens arising out of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so any act on its behalf and with respect to such Borrowerof FUNB), upon notice given by an undivided interest and participation in the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the designated Swing Line Loans of such Borrowerthen outstanding, by paying to FUNB, in Dollars immediately available to FUNB an amount equal to such Lender’s Commitment 's Percentage of the amount Share of such Swing Line Loans of Loans, and thereafter, except as otherwise provided in the second succeeding sentence, the Lender's respective interests in such Borrower (the “Refunded Swing Line Loans”) outstanding , and the remaining interest of FUNB in such Swing Line Loans, shall in all respects be treated as Regular Loans under this Agreement, but such Swing Loans shall continue to be evidenced by the Note which evidences the Swing Line Loans, provided that the obligation of any Lender to purchase such participation in a Swing Loan shall be subject to the provisions of Paragraph 1(c)(4). If any Lender does not pay any amount which it is required to pay to FUNB after giving effect to the provisions of Paragraph 1(c)(4), FUNB shall be entitled to recover such amount on demand from such Lender, together with interest thereon, at the Federal Funds Rate, for each day from the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrarydemand, if made prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.2:00

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time in time, at its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.11:00 a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which initially shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on (b) Upon the day such Revolving Credit Loans are date any Swing Line Loan is made, the portion Agent shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed without further action by any party hereto, to have purchased from the Agent, a participation, in its Percentage, in such Swing Line Loan. Each Bank will immediately transfer to the Agent, upon the Agent’s demand, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Agent to the Swing Line Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Bank in its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans so paid shall no longer be outstanding as Loans, the Swing Line Loans. Notwithstanding any provision hereof Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the contrarycase of interest payments, if prior to reflect the seventh day (or period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such day payment is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.sufficient to

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time in time, at its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.11:00 a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which initially shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on (b) Upon the day such Revolving Credit Loans are date any Swing Line Loan is made, the portion Agent shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed without further action by any party hereto, to have purchased from the Agent, a participation, in its Percentage, in such Swing Line Loan. Each Bank will immediately transfer to the Agent, upon the Agent’s demand, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Agent to the Swing Line Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Bank in its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans so paid shall no longer be outstanding as Loans, the Swing Line Loans. Notwithstanding any provision hereof Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the contrarySwing Line Bank any portion thereof previously distributed to it by the Swing Line Bank. (d) Each Bank’s obligation to make the Loans referred to in Section 2.8(a) and to purchase participating interests pursuant to Section 2.8(b) shall be absolute and unconditional and shall not be affected by any circumstance, if prior to including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the seventh day (or if such day is not a Business DayCompany may have against the Swing Line Bank, the next Business Day following such seventh dayCompany or any other Person for any reason whatsoever; (ii) after the Borrowing Date with respect occurrence or continuance of a Default or an Event of Default or the failure to satisfy any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests of the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.other conditions precedent specified in

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Lender or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent Lender and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent Lender to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Xxxxxx's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.