Common use of Refunding Clause in Contracts

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicable. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Revolving Credit Loan shall bear interest based upon (1) the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars and (2) the Base Rate with respect to any Swingline Loan denominated in Dollars). Each Revolving Credit Lender shall fund its respective Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Percentage of a Swingline Loan.

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Ratios and shall thereafter be reflected as Revolving Credit Loan shall bear interest based upon (1) Loans of the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars Lenders on the books and (2) records of the Base Rate with respect to any Swingline Loan denominated in Dollars)Administrative Agent. Each Revolving Credit Lender shall fund its respective Commitment Percentage Ratio of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. P.M. (Charlotte, North Carolina time) on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Commitment Percentage Ratio of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Commitment Percentage Ratio of a Swingline Loan, nor shall any Revolving Credit Lender’s Commitment Percentage Ratio be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Percentage Ratio of a Swingline Loan.. (ii) The Borrower shall pay to the Swingline Lender on demand, and in no case more than fourteen (14) days after the date that such Swingline Loan is made, the amount of such Swingline Loan 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 Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender 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. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the 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 Commitment Ratios (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 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 (other than Swingline Loans extended after the occurrence and during the continuation of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable) in accordance with the terms of this Section 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 IV. Further, each Lender agrees

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Ratios and shall thereafter be reflected as Revolving Credit Loan shall bear interest based upon (1) Loans of the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars Lenders on the books and (2) records of the Base Rate with respect to any Swingline Loan denominated in Dollars)Administrative Agent. Each Revolving Credit Lender shall fund its respective Commitment Percentage Ratio of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. P.M. (Charlotte, North Carolina time) on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Commitment Percentage Ratio of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Commitment Percentage Ratio of a Swingline Loan, nor shall any Revolving Credit Lender’s Commitment Percentage Ratio be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Percentage Ratio of a Swingline Loan.. (ii) The Borrower shall pay to the Swingline Lender on demand, and in no case more than fourteen (14) days after the date that such Swingline Loan is made, the amount of such Swingline Loan 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 Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender 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. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the 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 Commitment Ratios (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 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 (other than Swingline Loans extended after the occurrence and during the continuation of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable) in accordance with the terms of this Section 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 IV. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 7.01(h) or (i) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Ratio 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

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicable. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Revolving Credit Loan shall bear interest based upon (1) the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars and (2) the Base Rate with respect to any Swingline Loan denominated in Dollars). Each Revolving Credit Lender shall fund its respective Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s 's obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s 's failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s 's Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Percentage of a Swingline Loan.

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Revolving Credit Commitment Percentages (which and shall thereafter be reflected as Revolving Credit Loan shall bear interest based upon (1) Loans of the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars Revolving Credit Lenders on the books and (2) records of the Base Rate with respect to any Swingline Loan denominated in Dollars)Administrative Agent. Each Revolving Credit Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan.. (ii) The Borrower shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit 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 Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 10.3 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable). (iii) Each Revolving Credit Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 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 V. Further, each Revolving Credit Xxxxxx agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 9.1(i) or (j) shall have occurred, each Revolving

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on Upon written demand by the Swingline Lender Lender, with notice a copy of such demand to the Administrative Agent only following Agent, each Revolving Credit Lender shall purchase from the occurrence Swingline Lender, and during the continuance Swingline Lender shall sell and assign to each such Revolving Credit Lender, such Revolving Credit Lender’s Pro Rata Percentage of each outstanding Swingline Loan as of the date of such demand, by making available for the account of its Lending Office, by deposit to the Swingline Lender’s account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swingline Loans to be purchased by such Revolving Credit Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Percentage of an Event of Default; outstanding Swingline Loans on (i) the Business Day on which demand therefor is made by the Swingline Lender, provided that notice of such demand is given not later than 12:00 Noon on such Business Day or (ii) by 2.00 p.m. on the Revolving Credit Lenders shall not be required to refund first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any Swingline Loan extended such assignment by the Swingline Lender to the Borrower after the occurrence and during the continuance any Revolving Credit Lender of a Default or an Event portion of Default of which a Swingline Loan, the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) represents and which warrants to such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicable. Such refundings shall be made by the Revolving Credit Lenders Lender that the Swingline Lender is the legal and beneficial owner of such interest being assigned by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Revolving Credit Loan shall bear interest based upon (1) the Canadian Prime Rate it, but makes no other representation or warranty and assumes no responsibility with respect to such Swingline Loan, the Loan Documents or any Swingline Loan denominated in Canadian Dollars Party. If and (2) to the Base Rate with respect to extent that any Swingline Loan denominated in Dollars). Each Revolving Credit Lender shall fund its respective Commitment Percentage not have so made the amount of such Swingline Loan available to the Swingline Lender, such Revolving Credit Loans as required Lender agrees to repay Swingline Loans outstanding pay to the Swingline Lender upon forthwith on demand such amount together with interest thereon, for each day after the date such amount was due until the date such amount is paid to the Swingline Lender, at the Federal Funds Effective Rate for the first day such payment is not made and thereafter at the interest rate applicable to Swingline Loans pursuant to Section 2.09(a) or (c), as the case may be. If such Revolving Credit Lender shall pay to the Swingline Lender such amount on any Business Day, such demand amount so paid in respect of principal shall constitute a Swingline Loan made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swingline Loan made by the Swingline Lender but in no event later than 1:00 p.m. shall be reduced by such amount on the next succeeding such Business Day after such demand is madeDay. No Revolving Credit Lender’s obligation to fund its respective Commitment Pro Rata Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Commitment Pro Rata Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Commitment Pro Rata Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Pro Rata Percentage of a Swingline Loan.

Refunding. (i) Swingline Loans to any Borrower shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Ratios and shall thereafter be reflected as Revolving Credit Loan shall bear interest based upon (1) Loans of the Canadian Prime Rate with respect Lenders to any Swingline Loan denominated in Canadian Dollars such Borrower on the books and (2) records of the Base Rate with respect to any Swingline Loan denominated in Dollars)Administrative Agent. Each Revolving Credit Lender shall fund its respective Commitment Percentage Ratio of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. P.M. (Charlotte, North Carolina time) on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Commitment Percentage Ratio of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Commitment Percentage Ratio of a Swingline Loan, nor shall any Revolving Credit Lender’s Commitment Percentage Ratio be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Percentage Ratio of a Swingline Loan.. (ii) Each Borrower shall pay to the Swingline Lender on demand, and in no case more than fourteen (14) days after the date that such Swingline Loan is made, the amount of such Swingline Loan made to such Borrower to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans made to such Borrower requested or required to be refunded. In addition, the applicable Borrower hereby authorizes the Administrative Agent to charge any account maintained by such Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans made to such Borrower to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans made to such Borrower 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 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 Commitment Ratios (unless the amounts so recovered by or on behalf of the applicable Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 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 (other than Swingline Loans extended after the occurrence and during the continuation of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable) in accordance with the terms of this Section 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 IV. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 7.01(h) or (i) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Ratio of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Revolving Credit Commitment Percentages (which and shall thereafter be reflected as Revolving Credit Loan shall bear interest based upon (1) Loans of the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars Revolving Credit Lenders on the books and (2) records of the Base Rate with respect to any Swingline Loan denominated in Dollars)Administrative Agent. Each Revolving Credit Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan.. (ii) The Parent Borrower shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Parent Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Parent Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit 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 Parent Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of the Parent Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 10.3 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable). (iii) Each Revolving Credit Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 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 V. Further, each Revolving Credit Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 9.1(i) or (j) shall 38 103755581_3 119311063_5

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicable. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Revolving Credit Loan shall bear interest based upon (1) the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars and (2) the Base Rate with respect to any Swingline Loan denominated in Dollars). Each Revolving Credit Lender shall fund its respective Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Percentage of a Swingline Loan.

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Revolving Credit Commitment Percentages (which and shall thereafter be reflected as Revolving Credit Loan shall bear interest based upon (1) Loans of the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars Revolving Credit Lenders on the books and (2) records of the Base Rate with respect to any Swingline Loan denominated in Dollars)Administrative Agent. Each Revolving Credit Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan.. (ii) The Borrower shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit 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 Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective 42 142128979_6 170630523_7 Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 10.3 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable). (iii) Each Revolving Credit Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 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 V. Further, each Revolving Credit Xxxxxx agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 9.1(i) or (j) 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 the Swingline Loan to be refunded in an amount equal to its 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 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). (c)

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the applicable Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Revolving Commitment Percentages (which and shall upon such refunding be immediately treated as Revolving Credit Loan shall bear interest based upon (1) Loans hereunder and promptly thereafter be reflected as Revolving Credit Loans of the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars and (2) Revolving Credit Lenders on the Base Rate with respect to any Swingline Loan denominated in Dollars)Register. Each Revolving Credit Lender shall fund its respective Revolving Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than (x) 1:00 p.m. on the next second succeeding Business Day after such demand is made. All such Revolving Credit Loans to refund Swingline Loans denominated in Dollars and (y) 1:00 p.m. on the fourth succeeding Business Day after such demand is made to refund Swingline Loans denominated in Pounds Sterling. All such Revolving Credit Loans refunding Swingline Loans denominated in Pounds Sterling shall be made as Alternative Currency Loans denominated in Pounds Sterling. All such Revolving Credit Loans refunding Swingline Loans denominated in Dollars shall be made as Base Rate Loans. No Revolving Credit Lender’s obligation to fund its respective Revolving Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Commitment Percentage of a Swingline Loan.

Refunding. (i) Swingline Loans shall be refunded by the Revolving Credit Lenders in the applicable Permitted Currency on demand by the Swingline Lender with notice to the Administrative Agent only following the occurrence and during the continuance of an Event of Default; provided that the Revolving Credit Lenders shall not be required to refund any Swingline Loan extended by the Swingline Lender to the Borrower after the occurrence and during the continuance of a Default or an Event of Default of which the Swingline Lender has received notice in the manner consistent with the notice requirements of Section 13.10(b) and which such Default or Event of Default has not been waived by the Required Lenders, the Required Agreement Lenders or the Lenders, as applicableLender. Such refundings shall be made by the Revolving Credit Lenders by way of a Revolving Credit Loan in accordance with their respective Commitment Percentages (which Ratios and shall thereafter be reflected as Revolving Credit Loan shall bear interest based upon (1) Loans of the Canadian Prime Rate with respect to any Swingline Loan denominated in Canadian Dollars Lenders on the books and (2) records of the Base Rate with respect to any Swingline Loan denominated in Dollars)Administrative Agent. Each Revolving Credit Lender shall fund its respective Commitment Percentage Ratio of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon any such demand by the Swingline Lender but in no event later than 1:00 p.m. P.M. (Charlotte, North Carolina time) on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its respective Commitment Percentage Ratio of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Commitment Percentage Ratio of a Swingline Loan, nor shall any Revolving Credit Lender’s Commitment Percentage Ratio be increased as a result of any such failure of any other Revolving Credit Lender to fund its Commitment Percentage Ratio of a Swingline Loan.. (ii) The Borrower shall pay to the Swingline Lender on demand, and in no case more than fourteen (14) days after the date that such Swingline Loan is made, the amount of such Swingline Loan 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 Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender 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. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the 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 Commitment Ratios (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 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 (other than Swingline Loans extended after the occurrence and during the continuation of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 8.05 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable) in accordance with the terms of this Section 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 IV. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 7.01(h) or (i) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Ratio 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