Common use of Refinancing of Foreign Swing Line Loans Clause in Contracts

Refinancing of Foreign Swing Line Loans. (i) The Foreign Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (and the Borrowers hereby irrevocably authorize the Foreign Swing Line Lender to so request on its behalf), that each Revolving Lender make a Committed Revolving Loan that is a Eurocurrency Rate Loan in an amount equal to such Lender's Revolving Commitment Percentage of the amount of Foreign Swing Line Loans then outstanding. Such request shall be made by the Foreign Swing Line Lender in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Eurocurrency Rate Loans, the unutilized portion of the Aggregate Revolving Commitments or the conditions set forth in Section 5.02. The Foreign Swing Line Lender shall furnish the Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Commitment Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Foreign Swing Line Lender at the Administrative Agent's Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.10(b)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Committed Revolving Loan that is a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Foreign Swing Line Lender. (ii) If for any reason any Shared Foreign Swing Line Loan cannot be refinanced by such a Borrowing of Committed Revolving Loans in accordance with Section 2.10(b)(i), the request for Committed Revolving Loans submitted by the Foreign Swing Line Lender as set forth herein shall be deemed to be a request by the Foreign Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Shared Foreign Swing Line Loan and each such Lender's payment to the Administrative Agent for the account of the Foreign Swing Line Lender pursuant to Section 2.10(b)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Foreign Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.10(b) by the time specified in Section 2.10(b)(i), the Foreign Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Foreign Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Foreign Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender's obligation to make Committed Revolving Loans or to purchase and fund risk participations in Foreign Swing Line Loans pursuant to this Section 2.10(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Foreign Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, (C) non-compliance with the conditions set forth in Section 5.02, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Foreign Swing Line Loans, together with interest as provided herein.

Refinancing of Foreign Swing Line Loans. (i) The Foreign Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (and the Borrowers hereby irrevocably authorize the Foreign Swing Line Lender to so request on its behalf), that each Revolving Lender make a Committed Revolving Loan that is a Eurocurrency Rate Loan in an amount equal to such Lender's ’s Revolving Commitment Percentage of the amount of Foreign Swing Line Loans then outstanding; provided that, notwithstanding anything contained herein to the contrary, any such Committed Revolving Loans made in respect of Shared Foreign Swing Line Loans that are denominated in Designated Alternative Foreign Currencies may be made in Dollars in the Dollar Equivalent thereof. Such request shall be made by the Foreign Swing Line Lender in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Eurocurrency Rate Loans, the unutilized portion of the Aggregate Revolving Commitments or the conditions set forth in Section 5.02. The Foreign Swing Line Lender shall furnish the Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Commitment Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Foreign Swing Line Lender at the Administrative Agent's ’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.10(b)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Committed Revolving Loan that is a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Foreign Swing Line Lender. (ii) If for any reason any Shared Foreign Swing Line Loan cannot be refinanced by such a Borrowing of Committed Revolving Loans in accordance with Section 2.10(b)(i), the request for Committed Revolving Loans submitted by the Foreign Swing Line Lender as set forth herein shall be deemed to be a request by the Foreign Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Shared Foreign Swing Line Loan and each such Lender's ’s payment to the Administrative Agent for the account of the Foreign Swing Line Lender pursuant to Section 2.10(b)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Foreign Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.10(b) by the time specified in Section 2.10(b)(i), the Foreign Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Foreign Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Foreign Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender's ’s obligation to make Committed Revolving Loans or to purchase and fund risk participations in Foreign Swing Line Loans pursuant to this Section 2.10(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Foreign Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, (C) non-compliance with the conditions set forth in Section 5.02, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Foreign Swing Line Loans, together with interest as provided herein.

Refinancing of Foreign Swing Line Loans. (i) The Foreign Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers Borrower (and the Borrowers which hereby irrevocably authorize authorizes the Foreign Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Committed Revolving Loan that is a Eurocurrency Rate Loan in an amount equal to such Lender's Revolving Commitment ’s Applicable Percentage of the amount of Foreign Swing Line Loans then outstandingoutstanding in the Dollar Equivalent of such Alternative Currency. Such request shall be made by the Foreign Swing Line Lender in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Eurocurrency Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments or the conditions set forth in Section 5.02Commitments. The Foreign Swing Line Lender shall furnish the Borrowers Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Commitment Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Foreign Swing Line Lender at the Administrative Agent's ’s Office for the applicable currency not later not later than 1:00 p.m. (local time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.10(b)(ii2.05(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Committed Revolving Loan that is a Base Rate Committed Loan to the Borrowers Borrower in such amount. The Administrative Agent shall remit the funds so received to the Foreign Swing Line Lender. (ii) If for any reason any Shared Foreign Swing Line Loan cannot be refinanced by such a Committed Borrowing of Committed Revolving Loans in accordance with Section 2.10(b)(i2.05(c)(i), the request for Base Rate Committed Revolving Loans submitted by the Foreign Swing Line Lender as set forth herein shall be deemed to be a request by the Foreign Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Shared Foreign Swing Line Loan and each such Lender's ’s payment to the Administrative Agent for the account of the Foreign Swing Line Lender pursuant to Section 2.10(b)(i2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Foreign Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.10(b2.05(c) by the time specified in Section 2.10(b)(i2.05(c)(i), the Foreign Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Foreign Swing Line Lender at a rate per annum equal to the Federal Funds applicable Overnight Rate from time to time in effect. A certificate of the Foreign Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender's ’s obligation to make Committed Revolving Loans or to purchase and fund risk participations in Foreign Swing Line Loans pursuant to this Section 2.10(b2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-offsetoff, counterclaim, recoupment, defense or other right that which such Lender may have against the Foreign Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, (C) non-compliance with the conditions set forth in Section 5.02, or (DC) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers Borrower to repay Foreign Swing Line Loans, together with interest as provided herein.

Refinancing of Foreign Swing Line Loans. (i) The Foreign Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (and the Borrowers which hereby irrevocably authorize request the Foreign Swing Line Lender to so request act on its their behalf), that each Revolving Lender make a Committed Revolving Loan that is a Eurocurrency Rate Loan in an amount equal to such Lender's Revolving Commitment ’s Applicable Percentage of the amount of Foreign Swing Line Loans then outstanding. Such request shall be made by the Foreign Swing Line Lender in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.022.2, without regard to the minimum and multiples specified therein for the principal amount of Eurocurrency Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments or and the conditions set forth in Section 5.024.3. The Foreign Swing Line Lender shall furnish the Borrowers Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Commitment Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Foreign Swing Line Lender at the Administrative Agent's ’s Office not later than 1:00 p.m. p.m., Chicago time, on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.10(b)(ii2.5(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Committed Revolving Loan that is a Base Eurocurrency Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Foreign Swing Line Lender. (ii) If for any reason any Shared Foreign Swing Line Loan cannot be refinanced by such a Committed Borrowing of Committed Revolving Loans in accordance with Section 2.10(b)(i2.5(c)(i), the request for Base Rate Committed Revolving Loans submitted by the Foreign Swing Line Lender as set forth herein shall be deemed to be a request by the Foreign Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Shared Foreign Swing Line Loan and each such Lender's ’s payment to the Administrative Agent for the account of the Foreign Swing Line Lender pursuant to Section 2.10(b)(i2.5(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Foreign Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.10(b2.5(c) by the time specified in Section 2.10(b)(i2.5(c)(i), the Foreign Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Foreign Swing Line Lender at a rate per annum equal to the Federal Funds applicable Overnight Rate from time to time in effect. A certificate of the Foreign Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender's ’s obligation to make Committed Revolving Loans or to purchase and fund risk participations in Foreign Swing Line Loans pursuant to this Section 2.10(b2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Foreign Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) non-compliance with the conditions set forth in Section 5.02, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing. No foregoing;provided, however, that each Lender’s obligation to make Committed Loans pursuant to Section 2.4(c) is subject to the conditions set forth in Section 0.0.Xx such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Foreign Swing Line Loans, together with interest as provided herein.

Refinancing of Foreign Swing Line Loans. (i) The Foreign Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers Bright Australia (and the Borrowers which hereby irrevocably authorize authorizes the Foreign Swing Line Lender to so request on its behalf), that each Revolving Lender make a Committed Revolving Loan that is a Eurocurrency Base Rate Loan in an amount equal to such Lender's Revolving Commitment ’s Applicable Percentage of the US Dollar Equivalent of the amount of any Foreign Swing Line Loans Loan then outstanding. Such request shall be made by the Foreign Swing Line Lender in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Eurocurrency Base Rate Loans, the unutilized portion of the Aggregate Revolving Commitments or but subject to the conditions set forth in Section 5.025.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Foreign Swing Line Lender shall furnish the Borrowers Bright Australia with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount in US Dollars equal to its Revolving Commitment Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Foreign Swing Line Lender at the Administrative Agent's ’s Office for US Dollar-denominated deposits not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.10(b)(ii2.05(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Committed Revolving Loan that is a Base Rate Loan to the Borrowers Bright Australia in such amount. The Administrative Agent shall remit the funds so received to the Foreign Swing Line LenderLender in US Dollars. (ii) If for any reason any Shared Foreign Swing Line Loan cannot be refinanced by such a Borrowing of Committed Revolving Loans in accordance with Section 2.10(b)(i2.05(c)(i), the request for Committed Revolving Base Rate Loans submitted by the Foreign Swing Line Lender as set forth herein shall be deemed to be a request by the Foreign Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Shared Foreign Swing Line Loan and each such Lender's ’s payment to the Administrative Agent for the account of the Foreign Swing Line Lender pursuant to Section 2.10(b)(i2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Foreign Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.10(b2.05(c) by the time specified in Section 2.10(b)(i2.05(c)(i), the Foreign Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Foreign Swing Line Lender at a rate per annum equal to the Federal Funds applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Foreign Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Foreign Swing Line Loan, as the case may be. A certificate of the Foreign Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender's ’s obligation to make Committed Revolving Loans or to purchase and fund risk participations in Foreign Swing Line Loans pursuant to this Section 2.10(b2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-offsetoff, counterclaim, recoupment, defense or other right that such Lender may have against the Foreign Swing Line Lender, the Borrowers Bright Australia or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, (C) non-compliance with the conditions set forth in Section 5.02, or (DC) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers Bright Australia to repay Foreign Swing Line Loans, together with interest as provided herein.