Common use of Refinancing of Swing Line Loans Clause in Contracts

Refinancing of Swing Line Loans. (i) The Swing Line Lenders at any time in their sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a), without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable), but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lenders shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lenders. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders as set forth herein shall be deemed to be a request by the Swing Line Lenders that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lenders shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Paying Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Paying Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Paying Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Paying Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Paying Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Paying Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Paying Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Paying Agent) with respect to any amounts owing under this clause (iiiSection 2.04(c)(iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes authorize the Swing Line Lenders Lender to so request on its their behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Loan Cap and the conditions set forth in Section 4.02. The Swing Line Lenders shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in of such Committed outstanding Swing Line Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Noticeby the Swing Line Lender, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effect, accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes requests the Swing Line Lenders Lender to so request act on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of such Revolving Lender’s Swing Line Risk Participation with respect to the Swing Line Loans then outstanding. Such request shall be made 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(a)2.01, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Total Revolving Credit Facility Loan Commitment and the conditions set forth in Section 4.023.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Notice of Loan Notice Borrowing for Revolving Loans promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of Swing Line Risk Participation in the amount specified in such Committed Notice of Loan Notice Borrowing for Revolving Loans available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office office not later than 1:00 p.m. p.m., on the day specified in such Committed Notice of Loan NoticeBorrowing for Revolving Loans, whereupon, subject to Section 2.05(c)(ii2.03(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Revolving Loan Borrowing cannot be requested in accordance with Section 2.03(c)(i) or any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i)Loan Borrowing, the request Notice of Loan Borrowing for Specified Rate Revolving Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders as set forth herein Lender shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund the amount of its risk participation Swing Line Risk Participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.03(c)(i) shall be deemed payment in respect of such participationSwing Line Risk Participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.05(c2.03(c) by the time specified in Section 2.05(c)(i2.03(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable daily Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiiSection 2.03(c)(iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations Swing Line Risk Participations in Swing Line Loans pursuant to this Section 2.05(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, offset, counterclaim, recoupment, defense or other right which such Revolving Lender may have against any the 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, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company . Any such purchase of a Committed Loan Notice). No such funding of risk participations shall not relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.024.02 (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 Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may beOvernight Rate. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Commitment and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. 12:00 noon on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04 (c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged and a rate determined by the Swing Line Lenders (or either of them) Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may bebanking industry rules on interbank compensation. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may requestmay, by written notice given to the Administrative Agent not later than 11:00 a.m., Specified Time, on behalf any Business Day, request that the Primary Revolving Lenders fund on such Business Day their risk participations in all or a portion of the Company (which hereby irrevocably authorizes the Swing Line Lenders to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to Loans outstanding. Such notice shall specify the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the aggregate amount of Swing Line Loans then outstandingwith respect to which Primary Revolving Lenders will be required to fund their risk participation. Such request shall be made Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Primary Revolving Lender, specifying in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements such notice such Lender’s Applicable Primary Revolving Percentage of Section 2.02(a), without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable), but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The such Swing Line Lenders shall furnish the Company with a copy Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees to pay, upon receipt of the applicable Committed Loan Notice promptly after delivering such notice as provided above, to the Administrative Agent, for the account of the Swing Line Lender, such Lender’s Applicable Primary Revolving Percentage of such Swing Line Loan or Loans. Each Primary Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Primary Revolving Percentage of the amount specified in such Committed Loan Notice notice available to the Administrative Agent in immediately available funds Same Day Funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. p.m., Specified Time, on the day Business Day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to notice by the Company in such amountAdministrative Agent. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Primary Revolving Credit Borrowing in accordance with Section 2.05(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders as set forth herein shall be deemed to be a request by the Swing Line Lenders that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Primary Revolving Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Primary Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to be made to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Primary Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiiii) shall be conclusive absent manifest error. (iviii) Each Primary Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers any Domestic Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company any Domestic Borrower to repay Swing Line LoansLoans made to it, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Revolving Loan at the time contemplated by Section 2.05(a) hereof) Base Rate in an amount equal to such Lender’s Pro Rata Share Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice loan notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.2, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Total Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.2. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice loan notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Revolving Percentage of the amount specified in such Committed Loan Notice loan notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. 2:00 P.M., Dallas, Texas time, on the day specified in such Committed Loan Noticeloan notice, whereupon, subject to Section 2.05(c)(ii2.15(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Revolving Loan or a at the Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing Loan in accordance with Section 2.05(c)(i2.15(c)(i), the request for Specified Rate Revolving Loans and/or at the Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.15(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.15(c) by the time specified in Section 2.05(c)(i2.15(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Effective Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing Swing Line Loan or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.15(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of any Swing Line Loans Loan then outstanding. Such request shall be made 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(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes authorize the Swing Line Lenders Lender to so request on its their behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effect, accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.2, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)in Section 2.5, but subject to the unutilized portion of the Revolving Credit Facility Loan Commitments and the conditions set forth in Section 4.025.2. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Loan Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 3:00 p.m. (Charlotte, North Carolina time) on the day specified in such Committed Loan NoticeNotice of Borrowing (provided such Lender receives the applicable Notice of Borrowing prior to 1:00 p.m. (Charlotte, North Carolina time) on such day, whereupon, subject to Section 2.05(c)(ii2.8(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.8(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.8(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.8(c) by the time specified in Section 2.05(c)(i2.8(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest demonstrable error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.8(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.8(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Each Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the each Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Credit Facility) of the amount of Swing Line Loans made by such Swing Line Lender then outstanding. Such request shall be made 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(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 4.024.03. The applicable Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share (with respect to the Revolving Credit Facility) of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the applicable Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the such Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the any Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the such Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the such Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the such Swing Line Lenders 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 such Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by such Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Credit Loan included in the relevant Committed Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the applicable Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Parent Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Parent Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds Same Day Funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day date specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Revolving Credit Loan or that is a Base Rate Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Credit Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Parent Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Credit Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company any Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders at any time in their sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a), without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility and the satisfaction of the conditions set forth in Section 4.02. The Swing Line Lenders shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan NoticeNotice (if such notice is provided to the Revolving Credit Lenders prior to 11:00 a.m. on such date, and otherwise by no later than two hours after receipt of such notice), whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lenders. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders as set forth herein shall be deemed to be a request by the Swing Line Lenders that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lenders shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company Borrower of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share 's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s 's Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04A(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04A(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s 's payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04A(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04A(c) by the time specified in Section 2.05(c)(i2.04A(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) 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 's Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04A(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s 's obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04A(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Any Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes the authorize each Swing Line Lenders Lender to so request on its behalf), that each U.S. Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such U.S. Revolving Credit Lender’s Pro Rata Share Applicable Percentage of (A) the amount of Swing Line Loans denominated in Dollars or (B) the Dollar Equivalent of Swing Line Loans denominated in Alternative Currencies made by such Swing Line Lender then outstanding. Such request shall be made 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(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the U.S. Revolving Credit Facility and the conditions set forth in Section 4.02. The applicable Swing Line Lenders Lender shall furnish the Company relevant Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent, in Same Day Funds and in such currency as the applicable Lender and the applicable Swing Line Lender may agree (and the Administrative Agent in immediately may apply Cash Collateral available funds with respect to the applicable Swing Line Loan), for the account of the applicable Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each U.S. Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company relevant Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a U.S. Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the applicable Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the such Swing Line Lenders Lender that each of the U.S. Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan Loan, and each U.S. Revolving Credit Lender’s payment to the Administrative Agent for the account of the such Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any U.S. Revolving Credit Lender fails to make available to the Administrative Agent for the account of the any Swing Line Lenders Lender any amount required to be paid by such U.S. Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the such Swing Line Lenders Lender shall be entitled to recover from such U.S. Revolving Credit 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 such Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the such Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such U.S. Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such U.S. Revolving Credit Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the any Swing Line Lenders Lender submitted to any U.S. Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each U.S. Revolving Credit Lender’s obligation to make U.S. Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such U.S. Revolving Credit Lender may have against any Swing Line Lender, the Borrowers Company or any Designated Borrower, or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each U.S. Revolving Credit Lender’s obligation to make U.S. Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company any Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The In addition to settlements required under Section 2.14 hereof, the Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes authorize the Swing Line Lenders Lender to so request on its their behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share 's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Loan Cap and the conditions set forth in Section 4.02. The Swing Line Lenders shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in of such Committed outstanding Swing Line Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Noticeby the Swing Line Lender, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effect, accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line 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 (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. 10:00 a.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (ia) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company each Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice Request for purposes hereof) and in accordance with the requirements of Section 2.02(a)§2.6, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Total Commitments and the conditions set forth in Section 4.02§12. The Swing Line Lenders Lender shall furnish the Company BGI with a copy of the applicable Committed Loan Notice Request promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Loan Notice Request available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan NoticeRequest, whereupon, subject to Section 2.05(c)(ii§2.9.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (iib) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i§2.9.3(a), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i§2.9.3(a) shall be deemed payment in respect of such participation. (iiic) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) §2.9 by the time specified in Section 2.05(c)(i§2.9.3(a), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiic) shall be conclusive absent manifest error. (ivd) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) §2.9.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) §2.9.3 is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)§12. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company each Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.03. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Revolving Loan or that is a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Revolving Loans and/or that are Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Borrower, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 5.03 (other than delivery by the Company Borrower of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged and a rate determined by the Swing Line Lenders (or either of them) Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may bebanking industry rules on interbank compensation. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders at any time in their sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a), without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility and the satisfaction of the conditions set forth in Section 4.02. The Swing Line Lenders shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan NoticeNotice (if such notice is provided to the Revolving Credit Lenders prior to 11:00 a.m. on such date, and otherwise by no later than two hours after receipt of such notice), whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lenders. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders as set forth herein shall be deemed to be a request by the Swing Line Lenders that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lenders shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company Borrower of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may may, and in any event on the 10th Business Day after such Swing Line Loan is made, shall request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstandingoutstanding or, in the case of any request given with respect to Swing Line Loans which have been outstanding for 10 Business Days, the amount of such outstanding Swing Line Loans; provided, that such Loans may, and upon the Borrower’s request shall, be made as Eurocurrency Rate Loans if a Eurocurrency Rate Loan could otherwise be made pursuant to Section 2.02. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Borrowing Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)or Eurocurrency Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Borrowing Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Borrowing Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Borrowing Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Swing Line Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as or Eurocurrency Rate Loan, if applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan in accordance with Section 2.16(c)) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for U.S. Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)or LIBO Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds Same Day Funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Base Rate Loan or a Base LIBO Rate Loan (Loan, as applicable) , to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) or LIBO Rate Loans submitted by the relevant Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the such Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such the Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.03. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Revolving Loan or that is a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Borrower, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar denominated payments not later than 1:00 p.m. 10:00 a.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.03(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lenders.that (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i)2.03(c)(i) because the conditions to borrowing in Section 4.02 have not been satisfied, the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.03(c) by the time specified in Section 2.05(c)(i2.03(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.03(c) is subject to the applicable conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein4.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion discretion, but no less frequently than weekly, may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Revolving Credit Lender’s Pro Rata Share Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a), 2.02 without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower Agent with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 2:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effectfor three (3) Business Days and thereafter at the Base Rate, plus any administrative, administrative processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Swing Line Loans, together with interest as provided herein. (v) All refinancings and fundings under this Section 2.04(c) shall be in addition to and without duplication of the settlement procedures and obligations under Section 2.14.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. 12:00 noon on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (excluding such interest and fees) shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a DefaultDefault or an Overadvance, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such request make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to under the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) Company Sublimit in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the Company Sublimit of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Company Sublimit and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit applicable Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the Company Sublimit of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) under the Company Sublimit to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing under the Company Sublimit in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders applicable Lender fund its risk participation in the relevant Swing Line Loan and each Revolving Credit applicable Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan under the Company Sublimit included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans under the Company Sublimit or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans under the Company Sublimit pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds Same Day Funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.2, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)in Section 2.5, but subject to the unutilized portion of the Revolving Credit Facility Loan Commitments and the conditions set forth in Section 4.025.2. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Commitment Percentage of the amount specified in such Committed Loan Notice of Borrowing available to the Administrative Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 3:00 p.m. (New York, New York time) on the day specified in such Committed Loan NoticeNotice of Borrowing (provided such Lender receives the applicable Notice of Borrowing prior to 1:00 p.m. (New York, New York time) on such day, whereupon, subject to Section 2.05(c)(ii2.8(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.8(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.8(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.8(c) by the time specified in Section 2.05(c)(i2.8(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest demonstrable error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.8(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.8(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 2:00 p.m. on the day specified in such Committed Loan NoticeNotice (provided that such Lender receives such Loan Notice by 12:00 noon on such day), whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Revolving Loan or that is a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Borrower, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Company receipt of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.2, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.024.2. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. 10:00 a.m. on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.4(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Revolving Loan or that is a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing Borrowing, in accordance with Section 2.05(c)(i2.4(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.4(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.4(c) by the time specified in Section 2.05(c)(i2.4(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of (x) the Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged effect and (y) a rate determined by the Swing Line Lenders (or either of them) Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may bebanking industry rules on interbank compensation. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.4(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall will be made in writing (which written request shall will be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders shall Lender will furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall will make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. 12:00 noon on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall will be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall will remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall will be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i) shall will be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lenders shall Lender will be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall will constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall will be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall will be absolute and unconditional and shall will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall will relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The In order to reimburse any such Swing Line Lenders Loans, the Company at any time in their sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Revolving Credit Loan or (which shall be a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereofLoan) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If an Event of Default has occurred and is continuing, or if for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted then upon notice by the Swing Line Administrative Agent to the Revolving Credit Lenders as set forth herein shall be deemed to be a request by the Swing Line Lenders that each of the Revolving Credit Lenders shall fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment by making an amount equal to its Pro Rata Share of the amount of such Swing Line Loan available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders pursuant Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day such Event of Default occurs or the day specified in such Committed Loan Notice, as the case may be. The Administrative Agent shall remit the funds so received to Section 2.05(c)(i) shall be deemed payment in respect of such participationthe Swing Line Lender. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.026.02 (other than (x) the delivery of a Committed Loan Notice and (y) the existence of a Default (other than a Default under Section 10.01(f)) that is not an Event of Default). The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 6.02 (other than (x) the delivery by the Company of a Committed Loan NoticeNotice and (y) the existence of a Default (other than a Default under Section 10.01(f)) that is not an Event of Default). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.2, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.024.2. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. 10:00 a.m. on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.4(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Revolving Loan or that is a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing Borrowing, in accordance with Section 2.05(c)(i2.4(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.4(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.4(c) by the time specified in Section 2.05(c)(i2.4(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of (x) the Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged effect and (y) a rate determined by the Swing Line Lenders (or either of them) Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may bebanking industry rules on interbank compensation. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.4(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company or the applicable Designated Borrower (each of which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit A Lender make either a Specified Rate Revolving A Loan or of a Type that is (A) a Base Rate Loan (as applicable to the underlying Loan, in respect of Domestic Swing Line Loan at such timeLoans and (B) a Eurocurrency Rate Loan, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in respect of Foreign Swing Line Loans, in each case, in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (or Eurocurrency Rate Loans, as applicable), but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.025.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, (1) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments and (2) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit A Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds Same Day Funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. , in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the day Business Day specified in such Committed the applicable Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit A Lender that so makes funds available shall be deemed to have made a Specified Base Rate Loan or a Base Eurocurrency Rate Loan (Loan, as applicable) , to the Company or to the applicable Designated Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing A Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (or Eurocurrency Rate Loans, as applicable) , submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit A Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit such Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit A Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Revolving A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit A Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit A Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Revolving Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s 's Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s 's Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Revolving Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Revolving Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s 's payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein in Section 2.01 for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Advances, but subject to the unutilized portion of the Revolving Credit Facility Total Commitments and the conditions set forth in Section 4.023.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice of Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice of Borrowing available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office office not later than 1:00 p.m. P.M. (New York City time) on the day specified in such Committed Loan NoticeNotice of Borrowing, whereupon, subject to Section 2.05(c)(ii2.03(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) Advance to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing an Advance in accordance with Section 2.05(c)(i2.03(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) Advances submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.03(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.03(c) by the time specified in Section 2.05(c)(i2.03(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged and a rate determined by the Swing Line Lenders (or either of them) Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may bebanking industry rules on interbank compensation. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans Advances or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans Advances pursuant to this Section 2.05(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The In addition to settlements required under Section 2.14 hereof, the Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes authorize the Swing Line Lenders Lender to so request on its 9656966v810314033v12 their behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share 's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Loan Cap and the conditions set forth in Section 4.02. The Swing Line Lenders shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in of such Committed outstanding Swing Line Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Noticeby the Swing Line Lender, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effect, accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line 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 (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Swing Line Loans, together with interest as provided herein.. 9656966v810314033v12

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share 's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Committed Loans and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s 's Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s 's payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) 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 's Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds in Dollars (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan), for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Revolving Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share 's Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s 's Office not later than 1:00 p.m. on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Revolving Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Revolving Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s 's payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed 's Revolving Loan included in the relevant Committed Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereofof this paragraph) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate WC Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04A(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04A(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04A(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04A(c) by the time specified in Section 2.05(c)(i2.04A(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04A(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c2.04A(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Committed Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in a writing in form and substance reasonably satisfactory to the Swing Line Lender and the Administrative Agent (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and otherwise in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)or the conditions set forth in Section 4.02, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02Aggregate Commitments. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice such notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Noticenotice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Committed Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Committed Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably requests and authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Facility Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for Dollar denominated payments not later than 1:00 p.m. 10:00 a.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Borrowing Loans in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the #89182136v12 Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which that such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.025.02. The Swing Line Lenders Lender shall furnish the Company Borrower with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 p.m. 10:00 a.m. on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation WEST\275206959.13 in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time and a rate determined by the Swing Line Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company Borrowers (which hereby irrevocably authorizes authorize the Swing Line Lenders Lender to so request on its their behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders Lender shall furnish the Company Borrowers with a copy of the applicable Committed Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Revolving Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office not later than 1:00 4:00 p.m. on the day specified in such Committed Revolving Loan Notice, whereupon, subject to Section 2.05(c)(ii2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i2.04(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c2.04(c) by the time specified in Section 2.05(c)(i2.04(c)(i), the Swing Line Lenders Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable greater of the Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged and a rate determined by the Swing Line Lenders (or either of them) Lender in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may bebanking industry rules on interbank compensation. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) any Lender being a Defaulting Lender or (CD) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Swing Line Loans, together with interest as provided herein.

Refinancing of Swing Line Loans. (i) The Swing Line Lenders Lender at any time in their its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lenders Lender to so request on its behalf), that each Revolving Credit Lender make either a Specified Rate Loan or a Base Rate Loan (as applicable to the underlying Swing Line Loan at such time, subject to automatic conversion thereof from a Specified Rate Loan to a Base Rate Loan at the time contemplated by Section 2.05(a) hereof) in an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall will be made in writing (which written request shall will be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a)2.02, without regard to the minimum and multiples specified therein for the principal amount of the Specified Rate Loans and/or Base Rate Loans (as applicable)Loans, but subject to the unutilized portion of the Revolving Credit Facility Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lenders shall Lender will furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall Table of Contents will make an amount equal to its Pro Rata Share Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately Same Day Funds (and the Administrative Agent may apply Cash Collateral available funds with respect to the applicable Swing Line Loan) for the account of the Swing Line Lenders Lender at the Administrative Agent’s Office for US Dollar-denominated payments not later than 1:00 p.m. 12:00 noon on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall will be deemed to have made a Specified Rate Loan or a Base Rate Loan (as applicable) to the Company in such amount. The Administrative Agent shall will remit the funds so received to the Swing Line LendersLender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Committed Borrowing in accordance with Section 2.05(c)(i), the request for Specified Rate Loans and/or Base Rate Loans (as applicable) submitted by the Swing Line Lenders Lender as set forth herein shall will be deemed to be a request by the Swing Line Lenders Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lenders Lender pursuant to Section 2.05(c)(i) shall will be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lenders Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lenders shall Lender will be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lenders Lender at a rate per annum equal to the applicable Federal Funds Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lenders (or either of them) Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall will constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lenders Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall will be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall will be absolute and unconditional and shall will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any the Swing Line Lender, the Borrowers Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice)4.02. No such funding of risk participations shall will relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.. Table of Contents