Common use of Refunding Clause in Contracts

Refunding. (i) Swingline Loans shall be refunded by Lenders in accordance with the settlement procedures set forth in Section 3.6(b). (ii) The applicable Borrowers shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize the Administrative Agent to charge any account maintained by such applicable Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable). (iii) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in any Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded).

Refunding. (i) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall be refunded by specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in accordance with the settlement procedures set forth in Section 3.6(b). (ii) The applicable Borrowers shall such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender on demand the amount Lender, such Lender’s Pro Rata Share of such Swingline Loans to Loan or Swingline Loans. Amounts funded by the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize the Administrative Agent to charge any account maintained by such applicable Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to this Section 13.4 and which such Event of Default has not been waived 2.2(b) shall bear interest payable by the Required Lenders or Borrowers at the Lenders, as applicable). (iii) rate then applicable to Base Rate Loans. Each Lender acknowledges and agrees that its obligation to refund acquire participations in Swingline Loans in accordance with the terms of pursuant to this Section 2.2 and Section 3.6 paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction including the occurrence and continuance of a Default or Event of Default or reduction or termination of the conditions set forth Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in Article 5. Furtherthe same manner as provided in Section 2.4(b) and Section 3.4 with respect to Revolving Loans made by such Lender (and Section 2.4(b) and Section 3.4 shall apply, each Lender agrees and acknowledges that if prior mutatis mutandis, to the refunding payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Administrative Borrower of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest participations in any Swingline Loan acquired pursuant to be refunded this paragraph, and thereafter payments in an amount equal to its Pro Rata Share of the aggregate amount respect of such Swingline LoanLoan shall be made to the Administrative Agent and not to the Swingline Lender. Each Any amounts received by the Swingline Lender will immediately transfer from the relevant Borrower (or other party on behalf of the relevant Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender will deliver or to the Administrative Agent, as the case may be, if and to the extent such Lender a certificate evidencing such participation dated the date payment is required to be refunded to any Borrower for any reason. The purchase of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest participations in a Swingline Loan, Loan pursuant to this paragraph shall not relieve the Swingline Lender receives Borrowers of any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, default in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)payment thereof.

Refunding. (i) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 12:00 p.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Lender’s Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be refunded immediately made available by Lenders in accordance with the settlement procedures set forth in Section 3.6(b).Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Lender’s (ii) The applicable Borrowers Borrower shall pay to the Swingline Lender on demand demand, and in any event on the Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize the Administrative Agent to charge any account maintained by such applicable Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable)Commitment Percentages. (iii) Each Lender acknowledges and agrees that its obligation to refund If for any reason any Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall Loan cannot be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Furtherrefinanced with a Revolving Credit Loan pursuant to Section 2.2(b)(i), each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender willshall, on the date the applicable such Revolving Credit Loan would was to have been mademade pursuant to the notice referred to in Section 2.2(b)(i), purchase for cash an undivided participating interest in any the then outstanding Swingline Loan Loans by paying to be refunded in the Swingline Lender an amount (the “Swingline Participation Amount”) equal to its Pro Rata Share such ▇▇▇▇▇▇’s Commitment Percentage of the aggregate principal amount of such Swingline LoanLoans then outstanding. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amountParticipation Amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline LoanParticipation Amount, the Swingline Lender receives any payment on account thereofof the Swingline Loans, the Swingline Lender will distribute to such Lender its participating interest in such amount Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender▇▇▇▇▇▇’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (iv) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(b)(i) and to purchase participating interests pursuant to Section 2.2(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (v) If any Lender fails to make available to the Administrative Agent, for the account of the Swingline Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.2(b) by the time specified in Section 2.2(b)(i) or 2.2(b)(iii), as applicable, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any

Refunding. (i) Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such refundings shall be made by the Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the settlement procedures set forth in Section 3.6(b).Lenders on the books and (ii) The applicable Borrowers Borrower shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers Borrower hereby authorize authorizes the Administrative Agent to charge any account maintained by such applicable Borrowers Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Share Commitment Percentages (unless the amounts so recovered by or on behalf of such applicable Borrowers Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender Administrative Agent has received notice in the manner required pursuant to Section 13.4 11.3 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable). (iii) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in any Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)VI.

Refunding. (i) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 12:00 p.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Lender’s Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be refunded immediately made available by Lenders in accordance with the settlement procedures set forth in Section 3.6(b)Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage of a Swingline Loan. (ii) The applicable Borrowers Borrower shall pay to the Swingline Lender on demand demand, and in any event on the Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize the Administrative Agent to charge any account maintained by such applicable Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable)Commitment Percentages. (iii) Each Lender acknowledges and agrees that its obligation to refund If for any reason any Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall Loan cannot be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Furtherrefinanced with a Revolving Credit Loan pursuant to Section 2.2(b)(i), each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender willshall, on the date the applicable such Revolving Credit Loan would was to have been mademade pursuant to the notice referred to in Section 2.2(b)(i), purchase for cash an undivided participating interest in any the then outstanding Swingline Loan Loans by paying to be refunded in the Swingline Lender an amount (the “Swingline Participation Amount”) equal to its Pro Rata Share such Lender’s Commitment Percentage of the aggregate principal amount of such Swingline LoanLoans then outstanding. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amountParticipation Amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline LoanParticipation Amount, the Swingline Lender receives any payment on account thereofof the Swingline Loans, the Swingline Lender will distribute to such Lender its participating interest in such amount Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (iv) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(b)(i) and to purchase participating interests pursuant to Section 2.2(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (v) If any Lender fails to make available to the Administrative Agent, for the account of the Swingline Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.2(b) by the time specified in Section 2.2(b)(i) or 2.2(b)(iii), as applicable, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error.

Refunding. (i) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 12:00 p.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Lender’s Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be refunded immediately made available by Lenders in accordance with the settlement procedures set forth in Section 3.6(b)Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage of a Swingline Loan. (ii) The applicable Borrowers Borrower shall pay to the Swingline Lender on demand demand, and in any event on the Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize the Administrative Agent to charge any account maintained by such applicable Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable Swingline Loans to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable)Commitment Percentages. (iii) Each Lender acknowledges and agrees that its obligation to refund If for any reason any Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall Loan cannot be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Furtherrefinanced with a Revolving Credit Loan pursuant to Section 2.2(b)(i), each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender willshall, on the date the applicable such Revolving Credit Loan would was to have been mademade pursuant to the notice referred to in Section 2.2(b)(i), purchase for cash an undivided participating interest in any the then outstanding Swingline Loan Loans by paying to be refunded in the Swingline Lender an amount (the “Swingline Participation Amount”) equal to its Pro Rata Share such ▇▇▇▇▇▇’s Commitment Percentage of the aggregate principal amount of such Swingline LoanLoans then outstanding. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amountParticipation Amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline LoanParticipation Amount, the Swingline Lender receives any payment on account thereofof the Swingline Loans, the Swingline Lender will distribute to such Lender its participating interest in such amount Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender▇▇▇▇▇▇’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (iv) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(b)(i) and to purchase participating interests pursuant to Section 2.2(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (v) If any Lender fails to make available to the Administrative Agent, for the account of the Swingline Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.2(b) by the time specified in Section 2.2(b)(i) or 2.2(b)(iii), as applicable, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error.

Refunding. (i) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrowers (which hereby irrevocably direct the Swingline Lender to act on their behalf), by written notice given no later than 11:00 a.m. on any Business Day request each Revolving A Lender to make, and each Revolving A Lender hereby agrees to make, a Revolving A Loan as a Base Rate Loan in an amount equal to such Revolving A Lender’s Revolving A Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving A Lender shall make the amount of such Revolving A Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving A Loans shall be refunded immediately made available by Lenders in accordance with the settlement procedures set forth in Section 3.6(b)Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Revolving A Lender’s obligation to fund its respective Revolving A Commitment Percentage of a Swingline Loan shall be affected by any other Revolving A Lender’s failure to fund its Revolving A Commitment Percentage of a Swingline Loan, nor shall any Revolving A Lender’s Revolving A Commitment Percentage be increased as a result of any such failure of any other Revolving A Lender to fund its Revolving A Commitment Percentage of a Swingline Loan. (ii) The applicable Borrowers shall pay to the Swingline Lender on demand in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Revolving A Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby irrevocably authorize the Administrative Agent to charge any account maintained by such applicable the Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable such Swingline Loans to the extent amounts received from the Revolving A Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving A Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable)Revolving A Commitment Percentages. (iii) Each Lender acknowledges and agrees that its obligation to refund If for any reason any Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall Loan cannot be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Furtherrefinanced with a Revolving A Loan pursuant to Section 2.02(b)(i), each Revolving A Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender willshall, on the date the applicable such Revolving A Loan would was to have been mademade pursuant to the notice referred to in Section 2.02(b)(i), purchase for cash an undivided participating interest in any the then outstanding Swingline Loan Loans by paying to be refunded in the Swingline Lender an amount (the “Swingline Participation Amount”) equal to its Pro Rata Share such Revolving A Lender’s Revolving A Commitment Percentage of the aggregate principal amount of such Swingline LoanLoans then outstanding. Each Revolving A Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amountParticipation Amount. Whenever, at any time after the Swingline Lender has received from any Revolving A Lender such Revolving A Lender’s participating interest in a Swingline LoanParticipation Amount, the Swingline Lender receives any payment on account thereofof the Swingline Loans, the Swingline Lender will distribute to such Revolving A Lender its participating interest in such amount Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Revolving A Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving A Lender will not return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (iv) Each Revolving A Lender’s obligation to make the Revolving A Loans referred to in Section 2.02(b)(i) and to purchase participating interests pursuant to Section 2.02(b)(ii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender or the Borrowers may have against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (v) If any Revolving A Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.04(b) by the time specified in Section 2.04(b)(i), the Swingline Lender shall be entitled to recover from such Revolving A Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amount owing under this clause (v) shall be conclusive absent manifest error.

Refunding. (iA) The Swingline Lender may (whether or not an Event of Default has occurred and is continuing), on behalf of any Borrower (each of which hereby irrevocably directs the Swingline Lender to act on its behalf) by written notice to the Administrative Agent given no later than 11:00 a.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan as a Base Rate Loan in an amount equal to such Lender’s Ratable Share of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds at the Payment Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Loans (to the extent made available to the Administrative Agent) shall be refunded immediately made available by Lenders in accordance with the settlement procedures set forth in Section 3.6(b)Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Ratable Share of a Swingline Loan shall be affected by any other Lender’s failure to fund its Ratable Share of a Swingline Loan, nor shall any Lender’s Ratable Share be increased as a result of any such failure of any other Lender to fund its Ratable Share. Any such Swingline Loans repaid shall no longer be outstanding as Swingline Loans but shall be outstanding Revolving Loans. (iiB) The applicable Borrowers Subject to Section 2.1(b)(ii)(C), the Borrower that received the Swingline Loan shall pay to the Swingline Lender on demand in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize Borrower irrevocably authorizes the Administrative Agent to charge any account maintained by such applicable Borrowers the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of the applicable such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the applicable Borrowers Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in accordance with their respective Pro Rata Share the Lenders. (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a C) If for any reason any Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required cannot be refinanced with a Revolving Loan pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable2.1(b)(ii)(A). (iii) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender willshall, on the date the applicable such Revolving Loan would was to have been made, made pursuant to the notice referred to in Section 2.1(b)(ii)(A) purchase for cash an undivided participating interest in any the then outstanding Swingline Loan Loans by paying to be refunded in the Swingline Lender an amount (the “Swingline Participation Amount”) equal to its Pro Rata such Lender’s Ratable Share of the aggregate principal amount of such Swingline LoanLoans then outstanding. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amountParticipation Amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline LoanParticipation Amount, the Swingline Lender receives any payment on account thereofof the Swingline Loans, the Swingline Lender will distribute to such Lender its participating interest in such amount Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’s Ratable Share of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (D) Each Lender’s obligation to make the Revolving Loans referred to in Section 2.1(b)(ii)(A) and to purchase participating interests pursuant to Section 2.1(b)(ii)(C) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or any Borrower may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Credit Document by any Borrower, or Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (E) If any Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.1(b) by the time specified herein, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (E) shall be conclusive absent manifest error.

Refunding. (i) The applicable Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lenders to act on its behalf), by written notice given no later than 11:00 a.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan as a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the applicable Swingline Lender. Each Lender shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Loans shall be refunded immediately made available by Lenders in accordance with the settlement procedures set forth in Section 3.6(b)Administrative Agent to the applicable Swingline Lender for application by such Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Applicable Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Applicable Percentage of a Swingline Loan, nor shall any Lender’s Applicable Percentage be increased as a result of any such failure of any other Lender to fund its Applicable Percentage of a Swingline Loan. (ii) The applicable Borrowers Borrower shall pay to the applicable Swingline Lender on demand demand, and in any event on the date specified in Section 2.3(d), in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize Borrower irrevocably authorizes the Administrative Agent to charge any account maintained by such applicable Borrowers the Borrower with the applicable Swingline Lender (up to the amount available therein) in order to immediately pay the such Swingline Lender the amount of the applicable such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the applicable Swingline Lender shall be recovered by or on behalf of the applicable Borrowers Borrower from the such Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable)Applicable Percentages. (iii) Each Lender acknowledges and agrees that its obligation to refund If for any reason any Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall Loan cannot be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Furtherrefinanced with a Revolving Loan pursuant to Section 2.13(b)(i), each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender willshall, on the date the applicable such Revolving Loan would was to have been mademade pursuant to the notice referred to in Section 2.13(b)(i), purchase for cash an undivided participating interest in any the then outstanding Swingline Loan Loans by paying to be refunded in the applicable Swingline Lender an amount (the “Swingline Participation Amount”) equal to its Pro Rata Share such Applicable Percentage of the aggregate principal amount of such Swingline LoanLender’s Swingline Loans then outstanding. Each Lender will immediately transfer to the applicable Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amountParticipation Amount. Whenever, at any time after the applicable Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline LoanParticipation Amount, the such Swingline Lender receives any payment on account thereofof the Swingline Loans, the such Swingline Lender will distribute to such Lender its participating interest in such amount Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all such Swingline Loans then due); provided that in the event that such payment received by the applicable Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed to it by such Swingline Lender. (iv) Each Lender’s obligation to make the Revolving Loans referred to in Section 2.13(b)(i) and to purchase participating interests pursuant to Section 2.13(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the applicable Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in ARTICLE IX, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding. If, for any reason a Swingline Loan is not repaid on the Swingline Maturity Date, the Administrative Agent may, on or after the immediately following Business Day, effect refunding of the unpaid amount of such Swingline Loan as follows: (i) Swingline Loans Without any request therefor from the Borrower, the Administrative Agent may make a Revolving Credit Loan to the Borrower on behalf of the Revolving Credit Lenders, the proceeds of which shall be refunded by applied to repay all or a portion of the unpaid amount of such Swingline Loan. Upon making such Revolving Credit Loan, the Administrative Agent will send notice thereof to the Borrower and the Revolving Credit Lenders, whereupon the Revolving Credit Lenders in accordance with (including the settlement procedures set forth in Section 3.6(b)Swingline Lender to the extent that it is also a Revolving Credit Lender) shall fund their respective pro rata shares of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) The applicable Borrowers shall pay Notwithstanding any other provisions of this Agreement to the Swingline Lender on demand the amount of such Swingline Loans contrary, to the extent amounts received from Lenders are that all or any portion of such Revolving Credit Loan may not sufficient be (A) made by the Administrative Agent because any of the conditions precedent to repay in full the outstanding Swingline Loans requested making of a Revolving Credit Loan pursuant to Section 6.2 could not be fulfilled as of the date such Revolving Credit Loan would otherwise have been made or required to be refunded. In addition, the applicable Borrowers hereby authorize (B) legally made by the Administrative Agent to charge the Borrower for any account maintained other reason (including the bankruptcy or insolvency of the Borrower), each Revolving Credit Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swingline Loans in an amount equal to such Revolving Credit Lender’s pro rata share of such Swingline Loan. Each such Revolving Credit Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Swingline Lender, to such applicable Borrowers with extent as will reduce the amount of the participating interest retained by the Swingline Lender (up in its Swingline Loans. In the event any Revolving Credit Lender fails to the amount make available therein) in order to immediately pay the Swingline Lender the amount of the applicable Swingline Loans to the extent amounts received from Lenders are not sufficient to repay such Revolving Credit Lender’s participation as provided in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to this Section 2.2(b)(ii), the Swingline Lender shall be recovered by or entitled to recover such amount on behalf of demand from such Revolving Credit Lender together with interest at a rate per annum equal to the applicable Borrowers Federal Funds Rate in effect from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of time to time during such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable)period. (iii) Each Revolving Credit Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5VI. Further, each Revolving Credit Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6Section, one of the events described in Section 11.1(f), (g10.1(h) or (hi) shall have occurred, each Revolving Credit Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided participating interest in any the Swingline Loan to be refunded in an amount equal to its Pro Rata Share Revolving Credit Commitment Percentage of the aggregate amount of such Swingline Loan. Each Revolving Credit Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Revolving Credit Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded).

Refunding. (i) The applicable Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lenders to act on its behalf), by written notice given no later than 11:00 a.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan as a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the applicable Swingline Lender. Each Lender shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Loans shall be refunded immediately made available by Lenders in accordance with the settlement procedures set forth in Section 3.6(b)Administrative Agent to the applicable Swingline Lender for application by such Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Applicable Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Applicable Percentage of a Swingline Loan, nor shall any Lender’s Applicable Percentage be increased as a result of any such failure of any other Lender to fund its Applicable Percentage of a Swingline Loan. (ii) The applicable Borrowers Borrower shall pay to the applicable Swingline Lender on demand demand, and in any event on the date specified in Section 2.3(d), in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize Borrower irrevocably authorizes the Administrative Agent to charge any account maintained by such applicable Borrowers the Borrower with the applicable Swingline Lender (up to the amount available therein) in order to immediately pay the such Swingline Lender the amount of the applicable such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the applicable Swingline Lender shall be recovered by or on behalf of the applicable Borrowers Borrower from the such Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable)Applicable Percentages. (iii) Each Lender acknowledges and agrees that its obligation to refund If for any reason any Swingline Loans in accordance with the terms of this Section 2.2 and Section 3.6 is absolute and unconditional and shall Loan cannot be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Article 5. Furtherrefinanced with a Revolving Loan pursuant to Section 2.13(b)(i), each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2 and Section 3.6, one of the events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender willshall, on the date the applicable such Revolving Loan would was to have been mademade pursuant to the notice referred to in Section 2.13(b)(i), purchase for cash an undivided participating interest in any the then outstanding Swingline Loan Loans by paying to be refunded in the applicable Swingline Lender an amount (the “Swingline Participation Amount”) equal to its Pro Rata Share such Applicable Percentage of the aggregate principal amount of such Swingline LoanLender’s Swingline Loans then outstanding. Each Lender will immediately transfer to the applicable Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amountParticipation Amount. Whenever, at any time after the applicable Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline LoanParticipation Amount, the such Swingline Lender receives any payment on account thereofof the Swingline Loans, the such Swingline Lender will distribute to such Lender its participating interest in such amount Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender▇▇▇▇▇▇’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such ▇▇▇▇▇▇’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all such Swingline Loans then due); provided that in the event that such payment received by the applicable Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed to it by such Swingline Lender. (iv) Each Lender’s obligation to make the Revolving Loans referred to in Section 2.13(b)(i) and to purchase participating interests pursuant to Section 2.13(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the applicable Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IX, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.