Common use of Refinancing of Swingline Advances Clause in Contracts

Refinancing of Swingline Advances. (i) With respect to the Swingline Advances and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, in immediately available funds, the amount of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swingline Advance, once so participated by any Revolving Lender, shall cease to be a Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advances.

Refinancing of Swingline Advances. (i) With respect to the Swingline Advances and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, in immediately available funds, the amount of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to the Revolving Tranche A Advances Advance and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swingline Advance, once so participated by any Revolving Lender, shall cease to be a Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advances.

Refinancing of Swingline Advances. (i) With respect to The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Swingline Advances and the interest, premium, fees, and other amounts owed by the Borrower to Borrowers (which hereby irrevocably authorize the Swingline Lender to so request on their behalf), that each Revolving Lender make a Revolving Advance consisting of Base Rate Advances in connection with an amount equal to such Revolving Lender’s Applicable Percentage of the amount of Swingline AdvancesAdvances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.5(c) for the principal amount of Borrowings but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.2. The Swingline Lender shall furnish the Borrower agrees to pay to Representative with a copy of the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent Agent. Regardless of whether the request the satisfaction for such Revolving Advance complies with Section 2.5, each Revolving Lender shall make an amount equal to its Applicable Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Lending Office not later than 1:00 p.m. (Houston, Texas, time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each Revolving Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing Advance consisting of Revolving Tranche A Base Rate Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesBorrowers in such amount. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to remit the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed funds so received to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstandingcannot be refinanced by such a Borrowing in accordance with Section 2.4(d)(i), each Revolving Lender, at the sole option applicable Notice of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action Borrowing submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made request by the Swingline Lender. The Lender that each of the applicable Revolving Lenders fund its risk participation in the relevant Swingline Lender shall notify the Administrative Agent, Advances and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer Lender’s payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.42.4(d) by the time specified in Section 2.4(d)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum rate equal to the lesser applicable Overnight Rate from time to time in effect. A certificate of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable Swingline Lender submitted to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, (through the Administrative Agent receives Agent) with respect to any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount amounts owing under this clause (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender, the Administrative Agent any Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to Section 2.4(d)(i) (but not its obligation to purchase and fund risk participations in Swingline Advances) is subject to the conditions set forth in Section 3.2. Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay the Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect Swingline Lender at any time in its sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swingline Lender to so request on its behalf), that each Lender fund its pro rata share of the amount of the Swingline Advances Loan then outstanding. Such request shall be made in writing (which written request shall be deemed to be a request for a Base Rate Advance for purposes hereof) and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms requirements of such AutoBorrow Agreement. If the Borrower does not pay Sections 7.10 and 7.13, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but limited by the Maximum Available Amount and the conditions set forth in Section 9.2 for subsequent Revolving Advances (other than as provided to the contrary in clause (iv) below). Swingline Lender any shall promptly furnish Borrower with a copy of the applicable request for such amounts when due and payable Base Rate Advance. Each Lender shall make an amount equal to such Swingline Lender, its pro rata share of the requested Base Rate Advance available to Administrative Agent in immediately available funds for the account of Swingline Lender may upon notice to at the Administrative Agent request Agent’s Office not later than 1:00 p.m. (Local Time) on the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances day specified in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower whereupon, subject to clause (ii) of this Section 3.2.5, each Lender that so makes funds available shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer funded its pro rata share of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Requested Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesAdvance. The Administrative Agent shall promptly forward notice of such Revolving Borrowing remit the funds so received to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as Loan cannot be refinanced by such a Base Rate AdvanceAdvance in accordance with clause (i) of this Section 3.2.5, or (B) be deemed, without further action the request for a Base Rate Advance submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a request by Swingline Lender that each of the Lenders fund its risk participation in such the then outstanding Swingline Advance, in either case in an amount equal to the product of such Loan and each Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to clause (i) of this Section 3.2.5 shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any Lender fails to make available to Administrative Agent for the account of Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 3.2.5 by the time specified in clause (i) of Section 3.2.5, Swingline Lender shall not have be entitled to recover from such Lender (acting through Administrative Agent if Administrative Agent is different than Swingline Lender), 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 Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so made its Revolving Tranche A paid shall constitute such Lender's funded pro rata portion of the relevant Base Rate Advance or its percentage funded participation available in the then outstanding balance of the Swingline Loan, as the case may be. A certificate of Swingline Lender submitted to the any Lender (through Administrative Agent if Administrative Agent is different from Swingline Lender) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to fund its pro rata portion of Base Rate Advances or to purchase and fund risk participations in Swingline Advances pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 3.2.5 shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent Borrower or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination Event of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. Each No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swingline AdvanceLoans, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to the Swingline Advances and the interest, premium, fees, and other amounts owed by the US Borrower to the Swingline Lender in connection with the Swingline Advances, the US Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the US Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the US Administrative Agent request the satisfaction of such obligation by the making of a Revolving US Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the US Borrower shall be deemed to have requested the making of a Revolving US Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving US Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are US Base Rate Advances. The US Administrative Agent shall promptly forward notice of such Revolving US Borrowing to the US Borrower and the Revolving US Lenders, and each Revolving US Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.52.6, or (C) a Default exists, make available such US Lender’s ratable share of such Revolving US Borrowing to the US Administrative Agent, and the US Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The US Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving US Borrowings on behalf of the US Borrower in accordance with this Section, and for the Revolving US Lenders to make Revolving Tranche A US Advances to the US Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The US Administrative Agent and each Revolving US Lender may record and otherwise treat the making of such Revolving US Borrowings as the making of a Revolving US Borrowing to the US Borrower under this Agreement as if requested by the US Borrower. Nothing herein is intended to release the US Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the US Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note Agreement or any AutoBorrow Agreement. (ii) If at any time, the US Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving US Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the US Commitments, make a Revolving Tranche A US Advance as a US Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such US Lender’s Pro Rata Share Applicable Percentage times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the US Administrative Agent, and in turn, the US Administrative Agent shall notify each such US Lender of the amount of such Revolving Tranche A US Advance or participation, and such US Lender will transfer to the US Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, in immediately available fundsSame Day Funds, the amount of such Revolving Tranche A US Advance or participation. (iii) If any such Revolving US Lender shall not have so made its Revolving Tranche A US Advance or its percentage participation available to the US Administrative Agent pursuant to this Section 2.4, such US Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Overnight Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances the US Advance and (B) the Maximum Rate. Whenever, at any time after the US Administrative Agent has received from any Revolving US Lender such Lender’s Revolving Tranche A US Advance or participating interest in a Swingline Advance, the US Administrative Agent receives any payment on account thereof, the US Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A US Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the US Administrative Agent is required to be returned. Each Revolving US Lender’s obligation to make the Revolving Tranche A US Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the US Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the US Commitments; (3) any breach of this Agreement by the US Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swingline Advance, once so participated by any Revolving US Lender, shall cease to be a Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesa US Advance.

Refinancing of Swingline Advances. (i) With respect to the The Swingline Advances Lender at any time in its sole and the interestabsolute discretion may request, premium, fees, and other amounts owed by on behalf of the Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Advance in connection with an amount equal to such Lender’s Applicable Percentage of the amount of Swingline AdvancesAdvances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.5(c) for the principal amount of Revolving Borrowings but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.2. The Swingline Lender shall furnish the Borrower agrees to pay to with a copy of the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent Agent. Regardless of whether the request the satisfaction for such Base Rate Advance complies with Section 2.5, each Lender shall make an amount equal to its Applicable Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Lending Office not later than 1:00 p.m. on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof Base Rate Advance to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesBorrower in such amount. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to remit the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed funds so received to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make cannot be refinanced by such a Revolving Tranche A Advance as a Base Rate AdvanceBorrowing in accordance with Section 2.4(d)(i), or (B) be deemed, without further action the applicable Notice of Borrowing submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the applicable Lenders fund its risk participation in such the relevant Swingline Advance, in either case in an amount equal to the product of Advances and each such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.4(d) by the time specified in Section 2.4(d)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum rate equal to the lesser applicable Overnight Rate from time to time in effect. A certificate of the Swingline Lender submitted to any Lender (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after through the Administrative Agent has received from Agent) with respect to any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount amounts owing under this clause (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the any Swingline Lender, the Administrative Agent Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to Section 2.4(d)(i) is subject to the conditions set forth in Section 3.2. Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to the The Swingline Advances Lender at any time in its sole and the interestabsolute discretion may request, premium, fees, and other amounts owed by on behalf of the Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Revolving Advance consisting of Base Rate Advances in connection with an amount equal to such Revolving Lender’s Applicable Percentage of the amount of Swingline AdvancesAdvances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.5(c) for the principal amount of Borrowings but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.2. The Swingline Lender shall furnish the Borrower agrees to pay to with a copy of the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent Agent. Regardless of whether the request the satisfaction for such Revolving Advance complies with Section 2.5, each Revolving Lender shall make an amount equal to its Applicable Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Lending Office not later than 1:00 p.m. (Houston, Texas, time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each Revolving Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing Advance consisting of Revolving Tranche A Base Rate Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesBorrower in such amount. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to remit the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed funds so received to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstandingcannot be refinanced by such a Borrowing in accordance with Section 2.4(d)(i), each Revolving Lender, at the sole option applicable Notice of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action Borrowing submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made request by the Swingline Lender. The Lender that each of the applicable Revolving Lenders fund its risk participation in the relevant Swingline Lender shall notify the Administrative Agent, Advances and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer Lender’s payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.42.4(d) by the time specified in Section 2.4(d)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum rate equal to the lesser applicable Overnight Rate from time to time in effect. A certificate of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable Swingline Lender submitted to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, (through the Administrative Agent receives Agent) with respect to any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount amounts owing under this clause (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender, the Administrative Agent Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to Section 2.4(d)(i) (but not its obligation to purchase and fund risk participations in Swingline Advances) is subject to the conditions set forth in Section 3.2. Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect The US Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrower (which hereby irrevocably authorizes such Swingline Lender to so request on its behalf), that each US Revolving Lender make a US Base Rate Advance under the US Revolving Facility in an amount equal to such Lender’s Applicable Percentage of the amount of US Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the Swingline Advances minimum and multiples specified in Section 2.6(c) for the principal amount of US Revolving Borrowings but subject to the unutilized portion of the US Revolving Commitments and the interest, premium, fees, and other amounts owed by the Borrower to the conditions set forth in Section 3.2. The US Swingline Lender in connection shall furnish the US Borrower with a copy of the Swingline Advances, the Borrower agrees to pay to the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the US Administrative Agent. Regardless of whether the request for such US Base Rate Advance complies with Section 2.6, each US Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the US Administrative Agent request in Same Day Funds for the satisfaction account of the US Swingline Lender at the US Administrative Agent’s Lending Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such obligation by the making Notice of a Borrowing, whereupon, subject to Section 2.4(d)(iii), each US Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower Lender that so makes funds available shall be deemed to have requested made a US Base Rate Advance under the making of a US Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof Facility to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesUS Borrower in such amount. The US Administrative Agent shall promptly forward notice of such Revolving Borrowing remit the funds so received to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the US Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If The Canadian Swingline Lender at any timetime in its sole and absolute discretion may request, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option on behalf of the Canadian Borrower (which hereby irrevocably authorizes such Swingline LenderLender to so request on its behalf), shall either (A) notwithstanding the expiration or termination of the Commitments, that each Canadian Lender make a Revolving Tranche A Advance as a Canadian Base Rate Advance, or (BC$) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case Advance denominated in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender Applicable Percentage of the amount of such Revolving Tranche A Advance or participationCanadian Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), and such Lender will transfer without regard to the minimum and multiples specified in Section 2.6(c) for the principal amount of Canadian Borrowings but subject to the unutilized portion of the Canadian Commitments and the conditions set forth in Section 3.2. The Canadian Swingline Lender shall furnish the Canadian Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Canadian Administrative Agent. Regardless of whether the request for such Canadian Base Rate (C$) Advance complies with Section 2.6, each Canadian Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the Canadian Administrative Agent in Same Day Funds for the account of the Canadian Swingline Lender at the Canadian Administrative Agent’s Lending Office for Canadian Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4(d)(iii), each Canadian Lender that so makes funds available shall be deemed to have made a Canadian Base Rate (C$) Advance to the Canadian Borrower in such amount. The Canadian Administrative Agent shall remit the funds so received to the Canadian Swingline Lender. (iii) If for any reason any Swingline Advance cannot be refinanced by such a US Revolving Borrowing or Canadian Borrowing, as applicable, in accordance with Section 2.4(d)(i) or Section 2.4(d)(ii), the applicable Notice of Borrowing submitted by the Applicable Swingline Lender as set forth herein shall be deemed to be a request by such Swingline Lender that each of the applicable Lenders fund its risk participation in the relevant Swingline Advances and each such Lender’s payment to the Applicable Administrative Agent for the account of the Applicable Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) or Section 2.4(d)(ii) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iiiiv) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Applicable Administrative Agent for the account of the Applicable Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.4(d) by the time specified in Section 2.4(d)(i) or Section 2.4(d)(ii), the Applicable Swingline Lender shall be entitled to recover from such Lender (acting through the Applicable Administrative Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum rate equal to the lesser applicable Overnight Rate from time to time in effect. A certificate of the Applicable Swingline Lender submitted to any Lender (Athrough the Applicable Administrative Agent) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable with respect to Revolving Tranche A Advances and any amounts owing under this clause (Biv) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (v) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the any Swingline Lender, the Administrative Agent US Borrower, the Canadian Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to Section 2.4(d)(i) or 2.4(d)(ii) is subject to the conditions set forth in Section 3.2. Each No such funding of risk participations shall (1) relieve or otherwise impair the obligation of the US Borrower to repay the US Swingline AdvanceAdvances, once so participated by any Revolving Lendertogether with interest as provided herein, shall cease or (2) relieve or otherwise impair the obligation of the Canadian Borrower to be a repay the Canadian Swingline Advance Advances, together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect The US Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrower (which hereby irrevocably authorizes such Swingline Lender to so request on its behalf), that each US Lender make a US Base Rate Advance under the US Facility in an amount equal to such Lender’s Applicable Percentage of the amount of US Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the Swingline Advances minimum and multiples specified in Section 2.6(c) for the principal amount of US Borrowings but subject to the unutilized portion of the US Commitments and the interest, premium, fees, and other amounts owed by the Borrower to the conditions set forth in Section 3.2. The US Swingline Lender in connection shall furnish the US Borrower with a copy of the Swingline Advances, the Borrower agrees to pay to the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the US Administrative Agent. Regardless of whether the request for such US Base Rate Advance complies with Section 2.6, each US Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the US Administrative Agent request in Same Day Funds to the satisfaction US Administrative Agent’s Account for the account of the US Swingline Lender at the US Administrative Agent’s Lending Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such obligation by the making Notice of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such requestBorrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each US Lender that so makes funds available shall be deemed to have requested made a US Base Rate Advance under the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof US Facility to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesUS Borrower in such amount. The US Administrative Agent shall promptly forward notice of such Revolving Borrowing remit the funds so received to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the US Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If The Canadian Swingline Lender at any timetime in its sole and absolute discretion may request, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option on behalf of the Canadian Borrower (which hereby irrevocably authorizes such Swingline LenderLender to so request on its behalf), shall either (A) notwithstanding the expiration or termination of the Commitments, that each Canadian Lender make a Revolving Tranche A Advance as a Canadian Base Rate Advance, or (BC$) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case Advance denominated in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender Applicable Percentage of the amount of such Revolving Tranche A Advance or participationCanadian Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), and such Lender will transfer without regard to the minimum and multiples specified in Section 2.6(c) for the principal amount of Canadian Borrowings but subject to the unutilized portion of the Canadian Commitments and the conditions set forth in Section 3.2. The Canadian Swingline Lender shall furnish the Canadian Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Canadian Administrative Agent. Regardless of whether the request for such Canadian Base Rate (C$) Advance complies with Section 2.6, each Canadian Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the Canadian Administrative Agent in Same Day Funds for the account of the Canadian Swingline Lender at the Canadian Administrative Agent’s Lending Office for Canadian Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4(d)(iii), each Canadian Lender that so makes funds available shall be deemed to have made a Canadian Base Rate (C$) Advance to the Canadian Borrower in such amount. The Canadian Administrative Agent shall remit the funds so received to the Canadian Swingline Lender. (iii) If for any reason any Swingline Advance cannot be refinanced by such a US Borrowing or Canadian Borrowing, as applicable, in accordance with Section 2.4(d)(i) or Section 2.4(d)(ii), the applicable Notice of Borrowing submitted by the Applicable Swingline Lender as set forth herein shall be deemed to be a request by such Swingline Lender that each of the applicable Lenders fund its risk participation in the relevant Swingline Advances (with respect to US Swingline Advances, to the US Administrative Agent’s Account) and each such Lender’s payment to the Applicable Administrative Agent for the account of the Applicable Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) or Section 2.4(d)(ii) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iiiiv) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Applicable Administrative Agent for the account of the Applicable Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.4(d) by the time specified in Section 2.4(d)(i) or Section 2.4(d)(ii), the Applicable Swingline Lender shall be entitled to recover from such Lender (acting through the Applicable Administrative Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum rate equal to the lesser applicable Overnight Rate from time to time in effect. A certificate of the Applicable Swingline Lender submitted to any Lender (Athrough the Applicable Administrative Agent) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable with respect to Revolving Tranche A Advances and any amounts owing under this clause (Biv) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (v) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the any Swingline Lender, the Administrative Agent US Borrower, the Canadian Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to Section 2.4(d)(i) or 2.4(d)(ii) is subject to the conditions set forth in Section 3.2. Each No such funding of risk participations shall (1) relieve or otherwise impair the obligation of the US Borrower to repay the US Swingline AdvanceAdvances, once so participated by any Revolving Lendertogether with interest as provided herein, shall cease or (2) relieve or otherwise impair the obligation of the Canadian Borrower to be a repay the Canadian Swingline Advance Advances, together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to the The Swingline Advances Lender at any time in its sole and the interestabsolute discretion may request, premium, fees, and other amounts owed by on behalf of the Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Advance in connection with an amount equal to such Lender’s Applicable Percentage of the amount of Swingline AdvancesAdvances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.5(c) for the principal amount of Revolving Borrowings but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.2. The Swingline Lender shall furnish the Borrower agrees to pay to with a copy of the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent Agent. Regardless of whether the request the satisfaction for such Base Rate Advance complies with Section 2.5, each Lender shall make an amount equal to its Applicable Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Lending Office not later than 1:00 p.m. (Houston, Texas, time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof Base Rate Advance to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesBorrower in such amount. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to remit the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed funds so received to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make cannot be refinanced by such a Revolving Tranche A Advance as a Base Rate AdvanceBorrowing in accordance with Section 2.4(d)(i), or (B) be deemed, without further action the applicable Notice of Borrowing submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the applicable Lenders fund its risk participation in such the relevant Swingline Advance, in either case in an amount equal to the product of Advances and each such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.4(d) by the time specified in Section 2.4(d)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum rate equal to the lesser applicable Overnight Rate from time to time in effect. A certificate of the Swingline Lender submitted to any Lender (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after through the Administrative Agent has received from Agent) with respect to any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount amounts owing under this clause (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the any Swingline Lender, the Administrative Agent Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to Section 2.4(d)(i) is subject to the conditions set forth in Section 3.2. Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to The Swingline Lender at any time in its sole discretion may request, on behalf of the Swingline Advances and the interest, premium, fees, and other amounts owed by the applicable Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Advance in connection with an amount equal to such Xxxxxx’s Pro Rata Share of the amount of Swingline Advances, the Borrower agrees Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to pay to the Swingline Lender such amounts when due be a Loan Notice for purposes hereof) and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms requirements of Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 3.02. The Swingline Lender shall furnish the Borrowers with a copy of the applicable Loan Notice promptly after delivering such AutoBorrow Agreementnotice to the Agent. If Each Lender shall make an amount equal to its Pro Rata Share of the Borrower does not pay amount specified in such Loan Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swingline Advance) for the account of the Swingline Lender any at the Agent’s Applicable Lending Office not later than 1:00 p.m. on the day specified in such amounts when due and payable Loan Notice, whereupon, subject to such Swingline LenderSection 2.04(c)(ii), the Swingline each Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower that so makes funds available shall be deemed to have requested made a Base Rate Advance to the making of a Revolving Borrowing consisting of Revolving Tranche A Advances applicable Borrower in such amount. The Agent shall remit the amount of such obligation and the transfer of the proceeds thereof funds so received to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make cannot be refinanced by such a Revolving Tranche A Advance as Credit Borrowing in accordance with Section 2.04(c)(i), the request for a Base Rate Advance, or (B) be deemed, without further action Advance submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made request by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify that each such Lender of the amount of such Revolving Tranche A Lenders fund its risk participation in the relevant Swingline Advance or participation, and such Lender will transfer each Lender’s payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.04(c)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum rate equal to the lesser greater of (A) the Federal Funds Rate for and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such day Lender pays such amount (with interest and for fees as aforesaid), the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender amount so paid shall constitute such Lender’s Revolving Tranche A Credit Advance included in the relevant Revolving Credit Borrowing or participating interest funded participation in a the relevant Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in as the case may be. A certificate of interest payments, the Swingline Lender submitted to reflect any Lender (through the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment Agent) with respect to any amounts owing under this clause (iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Credit Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent any Borrower or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the applicable Borrower of a Loan Notice). Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 (i) With respect Each Swingline Advance shall be refinanced by the Lenders on the second (2nd) Business Day following the date of such Swingline Advance (each such date, a “Swingline Refinance Date”). Such refinancings shall be made by the Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Advances of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its respective Pro Rata Share of Advances as required to the repay Swingline Advances and the interest, premium, fees, and other amounts owed by the Borrower outstanding to the Swingline Lender in connection with no later than 12:00 p.m. on the applicable Swingline Advances, the Refinance Date. (ii) The Borrower agrees to shall pay to the Swingline Lender Lender, within five (5) Business Days of demand, the amount of such Swingline Advances to the extent amounts when due and payable received from the Lenders are not sufficient to repay in full the outstanding Swingline Advances requested or required to be refinanced. If any portion of any such amount paid to the Swingline Lender under shall be recovered by or on behalf of the terms Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of this Agreement and, if an AutoBorrow Agreement is the amount so recovered shall be ratably shared among all the Lenders in effect, accordance with their respective Pro Rata Shares. (iii) Each Lender acknowledges and agrees that its obligation to refinance Swingline Advances in accordance with the terms of this Section 2.2(g) is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including, (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such AutoBorrow Agreement. If Lender, any Affiliate thereof or any other Person may have against the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Administrative Agent, any other Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of or any such amounts not paid when due and payable. Upon such request, the Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been metother Person, (B) such notice complies with the failure of any condition precedent set forth in Section 2.5, 3.2 to be satisfied or the failure of the Borrower to deliver a Funding Notice (each of which requirements the Lenders hereby irrevocably waive) and (C) a Default existsany adverse change in the condition (financial or otherwise) of any Loan Party. Further, make available such Lender’s ratable share of such Revolving Borrowing each Lender agrees and acknowledges that if prior to the Administrative Agentrefinancing of any outstanding Swingline Advances pursuant to this Section 2.2(g), and the Administrative Agent shall promptly deliver the proceeds thereof a bankruptcy or insolvency proceeding relating to the Swingline Borrower, the Collateral Manager or the Transferor shall have occurred, each Lender for application to such amounts owed to will, on the date the applicable Advance would have been made, purchase an undivided participating interest in the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender Advance to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case refinanced in an amount equal to the product of such Lender’s its Pro Rata Share times the outstanding aggregate principal balance of the aggregate amount of such Swingline Advances made by Advance. Each Lender will immediately transfer to the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, in immediately available funds, the amount of such Revolving Tranche A Advance or its participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent Swingline Lender has received from any Revolving Lender such LenderXxxxxx’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent Swingline Lender receives any payment on account thereof, the Administrative Agent Swingline Lender will pay distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderXxxxxx’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swingline Advance, once so participated by any Revolving Lender, shall cease to be a Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advances.

Refinancing of Swingline Advances. (i) With respect to the Swingline Advances and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such requestrequest and, the in any event, regardless of whether a Swingline Payment Date has occurred, on a weekly basis as determined by Administrative Agent or on a more frequent basis if so determined by Administrative Agent in its sole discretion, Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.52.6, or (C) a Default exists, make available such Lender’s 's ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s 's obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, or caused by the Borrower’s 's failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A an Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share 's Applicable Percentage times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, in immediately available fundsSame Day Funds, the amount of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances the Advance and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A 's Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A 's Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s 's obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swingline Advance, once so participated by any Revolving Lender, shall cease to be a Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesan Advance.

Refinancing of Swingline Advances. (i) With respect to The Swingline Bank at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Bank to so request on its behalf), that each Lender make a Base Rate Advance in an amount equal to such Xxxxxx’s Commitment Percentage of the amount of Swingline Advances made by such Swingline Bank then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms requirements of Section 2.02, without regard to the minimum and multiples specified therein, but subject to the aggregate Available Commitments and the conditions set forth in Section 3.02. The Swingline Bank shall furnish the Borrower with a copy of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any Notice of Borrowing promptly after delivering such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction Agent. Each Lender shall make an amount equal to its Commitment Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in immediately available funds for the account of the Swingline Bank at the Agent’s Account not later than 1:00 PM (New York City time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to subsection (c)(ii) of this Section, each Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing Advance to the Borrower and in such amount. (ii) If for any reason any Swingline Advance cannot be refinanced by such a Borrowing in accordance with subsection (c)(i) of this Section, the Revolving Lendersrequest for Base Rate Advances submitted by the Swingline Bank as set forth herein shall be deemed to be a request by the Swingline Bank that each of the Lenders fund its participation in the relevant Swingline Advance, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances payment to the Administrative Agent for the benefit of the Swingline Lender in satisfaction account of such obligationsSwingline Bank pursuant to such subsection (c)(i) shall be deemed payment in respect of such participation. The Administrative Agent shall notify the Borrower of any participations in any KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 21 Attachment 2 Page 25 of 116 Swingline Advances funded pursuant to this paragraph (ii), and each Revolving Lender may record and otherwise treat the making thereafter payments in respect of such Revolving Borrowings as the making of a Revolving Borrowing Swingline Advances (to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method extent of payment therefor. The making of any Revolving Borrowing under this Section 2.4(dsuch funded participations) shall be made to the Administrative Agent and not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow AgreementBank. (iiiii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, Lender fails to make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer available to the Administrative Agent for the account of the Swingline Bank any amount required to be paid by such Lender on pursuant to the next Business Day following such notice, foregoing provisions of this subsection (c) by the time specified in immediately available fundssubsection (c)(i), the Swingline Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount of with interest thereon for the period from the date such Revolving Tranche A Advance or participation. (iii) If any payment is required to the date on which such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation payment is immediately available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid Swingline Bank at a rate per annum rate equal to the lesser greater of (A) the Federal Funds Rate for from time to time in effect and a rate determined by the Swingline Bank in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Swingline Bank in connection with the foregoing. If such day Lender pays such amount (with interest and for fees as aforesaid), the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender amount so paid shall constitute such Lender’s Revolving Tranche A Advance included in the relevant Borrowing or participating interest funded participation in a the relevant Swingline Advance, as the case may be. A certificate of a Swingline Bank submitted to any Lender (through the Administrative Agent receives Agent) with respect to any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount amounts owing under this paragraph (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or Advances to purchase such participating interests and fund participations in Swingline Advances pursuant to this Section 2.4 subsection (c) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline LenderBank, the Administrative Agent Borrower or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Advances pursuant to this subsection (c) is subject to the conditions set forth in Section 3.02. Each No such funding of participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to The Swingline Bank at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Bank to so request on its behalf), that each Lender make a Base Rate Advance in an amount equal to such Lender’s Commitment Percentage of the amount of Swingline Advances made by such Swingline Bank then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms requirements of Section 2.02, without regard to the minimum and multiples specified therein, but subject to the aggregate Available Commitments and the conditions set forth in Section 3.02. The Swingline Bank shall furnish the Borrower with a copy of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any Notice of Borrowing promptly after delivering such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction Agent. Each Lender shall make an amount equal to its Commitment Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in immediately available funds for the account of the Swingline Bank at the Agent’s Account not later than 2:00 PM (New York City time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to subsection (c)(ii) of this Section, each Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing Advance to the Borrower and in such amount. (ii) If for any reason any Swingline Advance cannot be refinanced by such a Borrowing in accordance with subsection (c)(i) of this Section, the Revolving Lendersrequest for Base Rate Advances submitted by the Swingline Bank as set forth herein shall be deemed to be a request by the Swingline Bank that each of the Lenders fund its participation in the relevant Swingline Advance, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances payment to the Administrative Agent for the benefit of the Swingline Lender in satisfaction account of such obligationsSwingline Bank pursuant to such subsection (c)(i) shall be deemed payment in respect of such participation. The Administrative Agent shall notify the Borrower of any participations in any Swingline Advances funded pursuant to this paragraph (ii), and each Revolving Lender may record and otherwise treat the making thereafter payments in respect of such Revolving Borrowings as the making of a Revolving Borrowing Swingline Advances (to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method extent of payment therefor. The making of any Revolving Borrowing under this Section 2.4(dsuch funded participations) shall be made to the Administrative Agent and not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow AgreementBank. (iiiii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, Lender fails to make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer available to the Administrative Agent for the account of the Swingline Bank any amount required to be paid by such Lender on pursuant to the next Business Day following such notice, foregoing provisions of this subsection (c) by the time specified in immediately available fundssubsection (c)(i), the Swingline Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount of with interest thereon for the period from the date such Revolving Tranche A Advance or participation. (iii) If any payment is required to the date on which such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation payment is immediately available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid Swingline Bank at a rate per annum rate equal to the lesser greater of (A) the Federal Funds Rate for from time to time in effect and a rate determined by the Swingline Bank in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Swingline Bank in connection with the foregoing. If such day Lender pays such amount (with interest and for fees as aforesaid), the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender amount so paid shall constitute such Lender’s Revolving Tranche A Advance included in the relevant Borrowing or participating interest funded participation in a the relevant Swingline Advance, as the case may be. A certificate of a Swingline Bank submitted to any Lender (through the Administrative Agent receives Agent) with respect to any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount amounts owing under this paragraph (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or Advances to purchase such participating interests and fund participations in Swingline Advances pursuant to this Section 2.4 subsection (c) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline LenderBank, the Administrative Agent Borrower or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Advances pursuant to this subsection (c) is subject to the conditions set forth in Section 3.02. Each No such funding of participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to The Swingline Bank at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Bank to so request on its behalf), that each Lender make a Base Rate Advance in an amount equal to such Lender’s Commitment Percentage of the amount of Swingline Advances made by such Swingline Bank then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms requirements of Section 2.02, without regard to the minimum and multiples specified therein, but subject to the aggregate Available Commitments and the conditions set forth in Section 3.02. The Swingline Bank shall furnish the Borrower with a copy of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any Notice of Borrowing promptly after delivering such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction Agent. Each Lender shall make an amount equal to its Commitment Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in immediately available funds for the account of the Swingline Bank at the Agent’s Account not later than 1:00 PM (New York City time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to subsection (c)(ii) of this Section, each Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing Advance to the Borrower and in such amount. (ii) If for any reason any Swingline Advance cannot be refinanced by such a Borrowing in accordance with subsection (c)(i) of this Section, the Revolving Lendersrequest for Base Rate Advances submitted by the Swingline Bank as set forth herein shall be deemed to be a request by the Swingline Bank that each of the Lenders fund its participation in the relevant Swingline Advance, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances payment to the Administrative Agent for the benefit of the Swingline Lender in satisfaction account of such obligationsSwingline Bank pursuant to such subsection (c)(i) shall be deemed payment in respect of such participation. The Administrative Agent shall notify the Borrower of any participations in any Swingline Advances funded pursuant to this paragraph (ii), and each Revolving Lender may record and otherwise treat the making thereafter payments in respect of such Revolving Borrowings as the making of a Revolving Borrowing Swingline Advances (to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method extent of payment therefor. The making of any Revolving Borrowing under this Section 2.4(dsuch funded participations) shall be made to the Administrative Agent and not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow AgreementBank. (iiiii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, Lender fails to make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer available to the Administrative Agent for the account of the Swingline Bank any amount required to be paid by such Lender on pursuant to the next Business Day following such notice, foregoing provisions of this subsection (c) by the time specified in immediately available fundssubsection (c)(i), the Swingline Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount of with interest thereon for the period from the date such Revolving Tranche A Advance or participation. (iii) If any payment is required to the date on which such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation payment is immediately available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid Swingline Bank at a rate per annum rate equal to the lesser greater of (A) the Federal Funds Rate for from time to time in effect and a rate determined by the Swingline Bank in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Swingline Bank in connection with the foregoing. If such day Lender pays such amount (with interest and for fees as aforesaid), the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender amount so paid shall constitute such Lender’s Revolving Tranche A Advance included in the relevant Borrowing or participating interest funded participation in a the relevant Swingline Advance, as the case may be. A certificate of a Swingline Bank submitted to any Lender (through the Administrative Agent receives Agent) with respect to any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount amounts owing under this paragraph (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or Advances to purchase such participating interests and fund participations in Swingline Advances pursuant to this Section 2.4 subsection (c) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline LenderBank, the Administrative Agent Borrower or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Advances pursuant to this subsection (c) is subject to the conditions set forth in Section 3.02. Each No such funding of participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to The Swingline Lender at any time in its sole discretion may request, on behalf of the Swingline Advances and the interest, premium, fees, and other amounts owed by the applicable Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Advance in connection with an amount equal to such Lender’s Pro Rata Share of the amount of Swingline Advances, the Borrower agrees Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to pay to the Swingline Lender such amounts when due be a Loan Notice for purposes hereof) and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms requirements of Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 3.02. The Swingline Lender shall furnish the Borrowers with a copy of the applicable Loan Notice promptly after delivering such AutoBorrow Agreementnotice to the Agent. If Each Lender shall make an amount equal to its Pro Rata Share of the Borrower does not pay amount specified in such Loan Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swingline Advance) for the account of the Swingline Lender any at the Agent’s Applicable Lending Office not later than 1:00 p.m. on the day specified in such amounts when due and payable Loan Notice, whereupon, subject to such Swingline LenderSection 2.04(c)(ii), the Swingline each Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower that so makes funds available shall be deemed to have requested made a Base Rate Advance to the making of a Revolving Borrowing consisting of Revolving Tranche A Advances applicable Borrower in such amount. The Agent shall remit the amount of such obligation and the transfer of the proceeds thereof funds so received to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make cannot be refinanced by such a Revolving Tranche A Advance as Credit Borrowing in accordance with Section 2.04(c)(i), the request for a Base Rate Advance, or (B) be deemed, without further action Advance submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made request by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify that each such Lender of the amount of such Revolving Tranche A Lenders fund its risk participation in the relevant Swingline Advance or participation, and such Lender will transfer each Lender’s payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.04(c)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum rate equal to the lesser greater of (A) the Federal Funds Rate for and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such day Lender pays such amount (with interest and for fees as aforesaid), the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender amount so paid shall constitute such Lender’s Revolving Tranche A Credit Advance included in the relevant Revolving Credit Borrowing or participating interest funded participation in a the relevant Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in as the case may be. A certificate of interest payments, the Swingline Lender submitted to reflect any Lender (through the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment Agent) with respect to any amounts owing under this clause (iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Credit Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent any Borrower or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the applicable Borrower of a Loan Notice). Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to the The Swingline Advances and the interest, premium, fees, and other amounts owed Bank may by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon written notice given to the Administrative Agent request not later than 2:00 p.m., New York City time, on any Business Day require the satisfaction Lenders to acquire participations on such Business Day in all or a portion of the Swingline Advances outstanding. Such notice shall specify the aggregate amount of Swingline Advances in which the Lenders will participate. Promptly upon receipt of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such requestnotice, the Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds Administrative Agent will give notice thereof to the Swingline each Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions specifying in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share Commitment Percentage of such Revolving Borrowing Swingline Advance or Advances. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swingline Lender on the next Business Day following Bank, such notice, in immediately available funds, the amount Lender’s Commitment Percentage of such Revolving Tranche A Swingline Advance or participation. (iii) If any such Revolving Advances. Each Lender shall not have so made acknowledges and agrees that its Revolving Tranche A Advance or its percentage participation available obligation to the Administrative Agent acquire participations in Swingline Advances pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount subsection is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or and continuance of a Default or the reduction or termination of the Commitments; , and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this subsection by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(a) with respect to Advances made by such Lender (3) and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Bank the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any breach participations in any Swingline Advance acquired pursuant to this subsection, and thereafter payments in respect of this Agreement such Swingline Advance shall be made to the Administrative Agent and not to the Swingline Bank. Any amounts received by the Swingline Bank from the Borrower (or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any party on behalf of the foregoing. Each Swingline Advance, once so participated by any Revolving Lender, shall cease to be Borrower) in respect of a Swingline Advance with respect after receipt by the Swingline Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that amount for purposes shall have made their payments pursuant to this subsection (to the extent of this Agreementeach applicable Lender’s participation) and to the Swingline Bank to the extent of its retained interest; provided that any such payment so remitted shall be repaid to the Swingline Bank or to the Administrative Agent, but shall continue as applicable, if and to the extent such payment is required to be Revolving Tranche A Advancesrefunded to the Borrower for any reason. The purchase of participations in a Swingline Advance pursuant to this subsection shall not relieve the Borrower of any default in the payment thereof.

Refinancing of Swingline Advances. (i) With respect to the The Swingline Advances Lender at any time in its sole and the interestabsolute discretion may request, premium, fees, and other amounts owed by on behalf of the Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Revolving Advance consisting of Base Rate Advances in connection with an amount equal to such Revolving Lender's Applicable Percentage of the amount of Swingline AdvancesAdvances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.5(c) for the principal amount of Borrowings but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.2. The Swingline Lender shall furnish the Borrower agrees to pay to with a copy of the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent Agent. Regardless of whether the request the satisfaction for such Revolving Advance complies with Section 2.5, each Revolving Lender shall make an amount equal to its Applicable Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent's Lending Office not later than 1:00 p.m. (Houston, Texas, time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each Revolving Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing Advance consisting of Revolving Tranche A Base Rate Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesBorrower in such amount. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to remit the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed funds so received to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstandingcannot be refinanced by such a Borrowing in accordance with Section 2.4(d)(i), each Revolving Lender, at the sole option applicable Notice of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action Borrowing submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made request by the Swingline Lender. The Lender that each of the applicable Revolving Lenders fund its risk participation in the relevant Swingline Lender shall notify the Administrative Agent, Advances and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer Lender's payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.4(d) by the time specified in Section 2.4(d)(i), the Swingline 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 Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender's obligation to make Revolving Advances or to purchase and fund risk participations in Swingline Advances pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A2.4(d) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender, the Administrative Agent Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Advances pursuant to Section 2.4(d)(i) (but not its obligation to purchase and fund risk participations in Swingline Advances) is subject to the conditions set forth in Section 3.2. Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to the Swingline Advances and the interest, premium, fees, and other amounts owed by the Borrower to the Swingline Lender in connection with the Swingline Advances, the Borrower agrees to pay to the Swingline Lender such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such requestrequest and, the in any event, regardless of whether a Swingline Payment Date has occurred, on a weekly basis as determined by Administrative Agent or on a more frequent basis if so determined by Administrative Agent in its sole discretion, Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.52.6, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, or caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A an Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, in immediately available fundsSame Day Funds, the amount of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances the Advance and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swingline Advance, once so participated by any Revolving Lender, shall cease to be a Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesan Advance.

Refinancing of Swingline Advances. (i) With respect to the US Swingline Advances and the interest, premium, fees, and other amounts owed by the US Borrower to the US Swingline Lender in connection with the US Swingline Advances, the US Borrower agrees to pay to the US Swingline Lender such amounts when due and payable to the US Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the The US Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrower (which hereby irrevocably authorizes such amounts when due and payable Swingline Lender to so request on its behalf), that each US Lender make a US Base Rate Advance under the US Facility in an amount equal to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent request the satisfaction ’s Applicable Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A US Swingline Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advancesthen outstanding. The US Administrative Agent shall promptly forward notice of such Revolving Borrowing request to the US Borrower and the Revolving US Lenders, and each Revolving US Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.52.6, or (C) a Default exists, make available such US Lender’s ratable share of such Revolving US Borrowing to the US Administrative AgentAgent in Same Day Funds, and the US Administrative Agent shall promptly deliver the proceeds thereof to the US Swingline Lender for application to such amounts owed to the US Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the US Swingline Lender to make such requests for Revolving Borrowings on behalf shall furnish the US Borrower with a copy of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances applicable Notice of Borrowing promptly after delivering such notice to the US Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligationsAgent. The US Administrative Agent and each Revolving US Lender may record and otherwise treat the making of such Revolving US Borrowings as the making of a Revolving US Borrowing to the US Borrower under this Agreement as if requested by the US Borrower. Nothing herein is intended to release the US Borrower’s obligations with respect to US Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) 2.4 shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the US Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note Agreement or any AutoBorrow Agreement. (ii) With respect to the Canadian Swingline Advances and the interest, premium, fees, and other amounts owed by the Canadian Borrower to the Canadian Swingline Lender in connection with the Canadian Swingline Advances, the Canadian Borrower agrees to pay to the Canadian Swingline Lender such amounts when due and payable to the Canadian Swingline Lender under the terms of this Agreement. The Canadian Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Canadian Borrower (which hereby irrevocably authorizes such Swingline Lender to so request on its behalf), that each Canadian Lender make a Canadian Base Rate (C$) Advance under the Canadian Facility in an amount equal to such Lender’s Applicable Percentage of the amount of Canadian Swingline Advances then outstanding. The Canadian Administrative Agent shall promptly forward notice of such request to the Canadian Borrower and the Canadian Lenders, and each Canadian Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.6, or (C) a Default exists, make available such Canadian Lender’s ratable share of such Canadian Borrowing to the Canadian Administrative Agent in Same Day Funds, and the Canadian Administrative Agent shall promptly deliver the proceeds thereof to the Canadian Swingline Lender for application to such amounts owed to the Canadian Swingline Lender. The Canadian Swingline Lender shall furnish the Canadian Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Canadian Administrative Agent. The Canadian Administrative Agent and each Canadian Lender may record and otherwise treat the making of such Canadian Borrowings as the making of a Canadian Borrowing to the Canadian Borrower under this Agreement as if requested by the Canadian Borrower. Nothing herein is intended to release the Canadian Borrower’s obligations with respect to Canadian Swingline Advances, but only to provide an additional method of payment therefor. (iii) If at any time, the US Commitments shall have expired or been terminated while any US Swingline Advance is outstanding, each Revolving US Lender, at the sole option of the US Swingline Lender, shall either (A) notwithstanding the expiration or termination of the US Commitments, make a Revolving Tranche A US Advance as a US Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the US Swingline Lender a participation in such US Swingline Advance, in either case in an amount equal to the product of such US Lender’s Pro Rata Share Applicable Percentage times the outstanding aggregate principal balance of the US Swingline Advances made by the US Swingline Lender. The US Swingline Lender shall notify the US Administrative Agent, and in turn, the US Administrative Agent shall notify each such US Lender of the amount of such Revolving Tranche A US Advance or participation, and such US Lender will transfer to the US Administrative Agent for the account of the US Swingline Lender on the next Business Day following such notice, in immediately available fundsSame Day Funds, the amount of such Revolving Tranche A US Advance or participation. (iii) . If any such Revolving US Lender shall not have so made its Revolving Tranche A US Advance or its percentage participation available to the US Administrative Agent pursuant to this Section 2.4, such US Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Overnight Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances the US Advance and (B) the Maximum Rate. Whenever, at any time after the US Administrative Agent has received from any Revolving US Lender such Lender’s Revolving Tranche A US Advance or participating interest in a US Swingline Advance, the US Administrative Agent receives any payment on account thereof, the US Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A US Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the US Administrative Agent is required to be returned. Each Revolving US Lender’s obligation to make the Revolving Tranche A US Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the US Swingline Lender, the US Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the US Commitments; (3) any breach of this Agreement by the US Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each US Swingline Advance, once so participated by any Revolving US Lender, shall cease to be a US Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesa US Base Rate Advance. (iv) If at any time, the Canadian Commitments shall have expired or been terminated while any Canadian Swingline Advance is outstanding, each Canadian Lender, at the sole option of the Canadian Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Canadian Commitments, make a Canadian Advance as a Canadian Base Rate (C$) Advance, or (B) be deemed, without further action by any Person, to have purchased from the Canadian Swingline Lender a participation in such Canadian Swingline Advance, in either case in an amount equal to the product of such Canadian Lender’s Applicable Percentage times the outstanding aggregate principal balance of the Canadian Swingline Advances made by the Canadian Swingline Lender. The Canadian Swingline Lender shall notify the Canadian Administrative Agent, and in turn, the Canadian Administrative Agent shall notify each such Canadian Lender of the amount of such Canadian Advance or participation, and such Canadian Lender will transfer to the Canadian Administrative Agent for the account of the Canadian Swingline Lender on the next Business Day following such notice, in Same Day Funds, the amount of such Canadian Advance or participation. If any such Canadian Lender shall not have so made its Canadian Advance or its percentage participation available to the Canadian Administrative Agent pursuant to this Section 2.4, such Canadian Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Overnight Rate for such day for the first three days and thereafter the interest rate applicable to the Canadian Advance and (B) the Maximum Rate. Whenever, at any time after the Canadian Administrative Agent has received from any Canadian Lender such Lender’s Canadian Advance or participating interest in a Canadian Swingline Advance, the Canadian Administrative Agent receives any payment on account thereof, the Canadian Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Canadian Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Canadian Administrative Agent is required to be returned. Each Canadian Lender’s obligation to make the Canadian Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Canadian Swingline Lender, the Canadian Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Canadian Commitments; (3) any breach of this Agreement by the Canadian Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Canadian Swingline Advance, once so participated by any Canadian Lender, shall cease to be a Canadian Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Canadian Base Rate (C$) Advance. (v) The US Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the US Swingline Lender to make such requests for US Borrowings on behalf of the US Borrower in accordance with this Section, and the US Lenders to make US Advances to the US Administrative Agent for the benefit of the US Swingline Lender in satisfaction of such obligations. The Canadian Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Canadian Swingline Lender to make such requests for Canadian Borrowings on behalf of the Canadian Borrower in accordance with this Section, and the Canadian Lenders to make Canadian Advances to the Canadian Administrative Agent for the benefit of the Canadian Swingline Lender in satisfaction of such obligations. The making of any Borrowing under this Section 2.4 shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Applicable Borrower’s failure to comply with the provisions of this Agreement or any AutoBorrow Agreement.

Refinancing of Swingline Advances. (i) With respect to the The Swingline Advances Lender at any time in its sole and the interestabsolute discretion may request, premium, fees, and other amounts owed by on behalf of the Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Revolving Advance consisting of Base Rate Advances in connection with an amount equal to such Revolving Lender's Applicable Percentage of the amount of Swingline AdvancesAdvances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.5(c) for the principal amount of Revolving Borrowings but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.3. The Swingline Lender shall furnish the Borrower agrees to pay to with a copy of the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the Administrative Agent Agent. Regardless of whether the request the satisfaction for such Revolving Advance complies with Section 2.5, each Revolving Lender shall make an amount equal to its Applicable Percentage of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount specified in such Notice of any Borrowing available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent's Lending Office not later than 1:00 p.m. (Houston, Texas, time) on the day specified in such amounts not paid when due and payable. Upon such requestNotice of Borrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each Revolving Lender that so makes funds available shall be deemed to have requested the making of made a Revolving Borrowing Advance consisting of Revolving Tranche A Base Rate Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesBorrower in such amount. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to remit the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed funds so received to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make cannot be refinanced by such a Revolving Tranche A Advance as a Base Rate AdvanceBorrowing in accordance with Section 2.4(d)(i), or (B) be deemed, without further action the applicable Notice of Borrowing submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made request by the Swingline Lender. The Lender that each of the applicable Revolving Lenders fund its risk participation in the relevant Swingline Lender shall notify the Administrative Agent, Advances and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer Lender's payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.4(d) by the time specified in Section 2.4(d)(i), the Swingline 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 Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lender's obligation to make Revolving Advances or to purchase and fund risk participations in Swingline Advances pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A2.4(d) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender, the Administrative Agent Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Advances pursuant to Section 2.4(d)(i) (but not its obligation to purchase and fund risk participations in Swingline Advances) is subject to the conditions set forth in Section 3.3. Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay the Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect to The Swingline Lender at any time in its sole discretion may request, on behalf of the Swingline Advances and the interest, premium, fees, and other amounts owed by the applicable Borrower to (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Advance in connection with an amount equal to such Lender’s Pro Rata Share of the amount of Swingline Advances, the Borrower agrees Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to pay to the Swingline Lender such amounts when due be a Loan Notice for purposes hereof) and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms requirements of Sections 2.01 and 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 3.02. The Swingline Lender shall furnish the Borrowers with a copy of the applicable Loan Notice promptly after delivering such AutoBorrow Agreementnotice to the Agent. If Each Lender shall make an amount equal to its Pro Rata Share of the Borrower does not pay amount specified in such Loan Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swingline Advance) for the account of the Swingline Lender any at the Agent’s Applicable Lending Office not later than 1:00 p.m. on the day specified in such amounts when due and payable Loan Notice, whereupon, subject to such Swingline LenderSection 2.04(c)(ii), the Swingline each Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such request, the Borrower that so makes funds available shall be deemed to have requested made a Base Rate Advance to the making of a Revolving Borrowing consisting of Revolving Tranche A Advances applicable Borrower in such amount. The Agent shall remit the amount of such obligation and the transfer of the proceeds thereof funds so received to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at for any time, the Commitments shall have expired or been terminated while reason any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make cannot be refinanced by such a Revolving Tranche A Advance as Credit Borrowing in accordance with Section 2.04(c)(i), the request for a Base Rate Advance, or (B) be deemed, without further action Advance submitted by any Person, to have purchased from the Swingline Lender as set forth herein shall be deemed to be a participation in such Swingline Advance, in either case in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made request by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify that each such Lender of the amount of such Revolving Tranche A Lenders fund its risk participation in the relevant Swingline Advance or participation, and such Lender will transfer each Lender’s payment to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, pursuant to Section 2.04(c)(i) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum rate equal to the lesser greater of (A) the Federal Funds Rate for and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such day Lender pays such amount (with interest and for fees as aforesaid), the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender amount so paid shall constitute such Lender’s Revolving Tranche A Credit Advance included in the relevant Revolving Credit Borrowing or participating interest funded participation in a the relevant Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in as the case may be. A certificate of interest payments, the Swingline Lender submitted to reflect any Lender (through the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment Agent) with respect to any amounts owing under this clause (iii) shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returnedconclusive absent manifest error. NAI-1502274953v9 (iv) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Credit Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent any Borrower or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing; provided however, that each Lender’s obligation to make Revolving Credit Advances pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 3.02 (other than delivery by the applicable Borrower of a Loan Notice). Each No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swingline AdvanceAdvances, once so participated by any Revolving Lender, shall cease to be a Swingline Advance together with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advancesinterest as provided herein.

Refinancing of Swingline Advances. (i) With respect The US Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrower (which hereby irrevocably authorizes such Swingline Lender to so request on its behalf), that each US Lender make a US Base Rate Advance under the US Facility in an amount equal to such Lender’s Applicable Percentage of the amount of US Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the Swingline Advances minimum and multiples specified in Section 2.6(c) for the principal amount of US Borrowings but subject to the unutilized portion of the US Commitments and the interest, premium, fees, and other amounts owed by the Borrower to the conditions set forth in Section 3.2. The US Swingline Lender in connection shall furnish the US Borrower with a copy of the Swingline Advances, the Borrower agrees to pay to the Swingline Lender applicable Notice of Borrowing promptly after delivering such amounts when due and payable to the Swingline Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement. If the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Lender may upon notice to the US Administrative Agent. Regardless of whether the request for such US Base Rate Advance complies with Section 2.6, each US Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the US Administrative Agent request in Same Day Funds for the satisfaction account of the US Swingline Lender at the US Administrative Agent’s Lending Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such obligation by the making Notice of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of any such amounts not paid when due and payable. Upon such requestBorrowing, the Borrower whereupon, subject to Section 2.4(d)(iii), each US Lender that so makes funds available shall be deemed to have requested made a US Base Rate Advance under the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof US Facility to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate AdvancesUS Borrower in such amount. The US Administrative Agent shall promptly forward notice of such Revolving Borrowing remit the funds so received to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.5, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swingline Lender for application to such amounts owed to the US Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If The Canadian Swingline Lender at any timetime in its sole and absolute discretion may request, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option on behalf of the Canadian Borrower (which hereby irrevocably authorizes such Swingline LenderLender to so request on its behalf), shall either (A) notwithstanding the expiration or termination of the Commitments, that each Canadian Lender make a Revolving Tranche A Advance as a Canadian Base Rate Advance, or (BC$) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case Advance denominated in an amount equal to the product of such Lender’s Pro Rata Share times the outstanding aggregate principal balance of the Swingline Advances made by the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender Applicable Percentage of the amount of such Revolving Tranche A Advance or participationCanadian Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), and such Lender will transfer without regard to the minimum and multiples specified in Section 2.6(c) for the principal amount of Canadian Borrowings but subject to the unutilized portion of the Canadian Commitments and the conditions set forth in Section 3.2. The Canadian Swingline Lender shall furnish the Canadian Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Canadian Administrative Agent. Regardless of whether the request for such Canadian Base Rate (C$) Advance complies with Section 2.6, each Canadian Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the Canadian Administrative Agent in Same Day Funds for the account of the Canadian Swingline Lender at the Canadian Administrative Agent’s Lending Office for Canadian Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4(d)(iii), each Canadian Lender that so makes funds available shall be deemed to have made a Canadian Base Rate (C$) Advance to the Canadian Borrower in such amount. The Canadian Administrative Agent shall remit the funds so received to the Canadian Swingline Lender. (iii) If for any reason any Swingline Advance cannot be refinanced by such a US Borrowing or Canadian Borrowing, as applicable, in accordance with Section 2.4(d)(i) or Section 2.4(d)(ii), the applicable Notice of Borrowing submitted by the Applicable Swingline Lender as set forth herein shall be deemed to be a request by such Swingline Lender that each of the applicable Lenders fund its risk participation in the relevant Swingline Advances and each such Lender’s payment to the Applicable Administrative Agent for the account of the Applicable Swingline Lender on the next Business Day following such notice, pursuant to Section 2.4(d)(i) or Section 2.4(d)(ii) shall be deemed payment in immediately available funds, the amount respect of such Revolving Tranche A Advance or participation. (iiiiv) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation fails to make available to the Applicable Administrative Agent for the account of the Applicable Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.42.4(d) by the time specified in Section 2.4(d)(i) or Section 2.4(d)(ii), the Applicable Swingline Lender shall be entitled to recover from such Lender (acting through the Applicable Administrative Agent), on demand, such Lender agrees to pay amount with interest thereon for each day the period from such date until the date such amount payment is paid required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum rate equal to the lesser applicable Overnight Rate from time to time in effect. A certificate of the Applicable Swingline Lender submitted to any Lender (Athrough the Applicable Administrative Agent) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable with respect to Revolving Tranche A Advances and any amounts owing under this clause (Biv) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Revolving Lender such Lender’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. conclusive absent manifest error. (v) Each Revolving Lender’s obligation to make the Revolving Tranche A Advance Advances or to purchase such participating interests and fund risk participations in Swingline Advances pursuant to this Section 2.4 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (1A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the any Swingline Lender, the Administrative Agent US Borrower, the Canadian Borrower, or any other Person for any reason whatsoever; , (2B) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; Default, or (4C) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. Each Swingline Advance; provided, once so participated by any Revolving however, that each Lender, shall cease ’s obligation to be a Swingline Advance with respect make Advances pursuant to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advances.Section

Refinancing of Swingline Advances. i. Each Swingline Advance shall be refinanced by the Lenders on the second (i2nd) With respect Business Day following the date of such Swingline Advance (each such date, a “Swingline Refinance Date”). Such refinancings shall be made by the Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Loan Advances of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its respective Pro Rata Share of Loan Advances as required to the repay Swingline Advances and the interest, premium, fees, and other amounts owed by the Borrower outstanding to the Swingline Lender in connection with no later than 12:00 p.m. on the applicable Swingline Advances, the Refinance Date. ii. The Borrower agrees to shall pay to the Swingline Lender Lender, within five (5) Business Days of demand, the amount of such Swingline Advances to the extent amounts when due and payable received from the Lenders are not sufficient to repay in full the outstanding Swingline Advances requested or required to be refinanced. If any portion of any such amount paid to the Swingline Lender under shall be recovered by or on behalf of the terms Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of this Agreement and, if an AutoBorrow Agreement is the amount so recovered shall be ratably shared among all the Lenders in effect, accordance with their respective Pro Rata Shares. iii. Each Lender acknowledges and agrees that its obligation to refinance Swingline Advances in accordance with the terms of this Section 2.2(g) is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including, (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such AutoBorrow Agreement. If Lender, any Affiliate thereof or any other Person may have against the Borrower does not pay to the Swingline Lender any such amounts when due and payable to such Swingline Lender, the Swingline Administrative Agent, any other Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of or any such amounts not paid when due and payable. Upon such request, the Borrower shall be deemed to have requested the making of a Revolving Borrowing consisting of Revolving Tranche A Advances in the amount of such obligation and the transfer of the proceeds thereof to the Swingline Lender. Such Revolving Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Revolving Tranche A Advances that are Base Rate Advances. The Administrative Agent shall promptly forward notice of such Revolving Borrowing to the Borrower and the Revolving Lenders, and each Revolving Lender shall, regardless of whether (A) the conditions in Section 3.2 have been metother Person, (B) such notice complies with the failure of any condition precedent set forth in Section 2.5, 3.2 to be satisfied or the failure of the Borrower to deliver a Funding Notice (each of which requirements the Lenders hereby irrevocably waive) and (C) a Default existsany adverse change in the condition (financial or otherwise) of any Loan Party. Further, make available such Lender’s ratable share of such Revolving Borrowing each Lender agrees and acknowledges that if prior to the Administrative Agentrefinancing of any outstanding Swingline Advances pursuant to this Section 2.2(g), and the Administrative Agent shall promptly deliver the proceeds thereof a bankruptcy or insolvency proceeding relating to the Swingline Borrower, the Collateral Manager or the Transferor shall have occurred, each Lender for application to such amounts owed to will, on the date the applicable Loan Advance would have been made, purchase an undivided participating interest in the Swingline Lender. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swingline Lender Advance to make such requests for Revolving Borrowings on behalf of the Borrower in accordance with this Section, and for the Revolving Lenders to make Revolving Tranche A Advances to the Administrative Agent for the benefit of the Swingline Lender in satisfaction of such obligations. The Administrative Agent and each Revolving Lender may record and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release the Borrower’s obligations with respect to Swingline Advances, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this Section 2.4(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement, the Swingline Note or any AutoBorrow Agreement. (ii) If at any time, the Commitments shall have expired or been terminated while any Swingline Advance is outstanding, each Revolving Lender, at the sole option of the Swingline Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Tranche A Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swingline Lender a participation in such Swingline Advance, in either case refinanced in an amount equal to the product of such Lender’s its Pro Rata Share times the outstanding aggregate principal balance of the aggregate amount of such Swingline Advances made by Advance. Each Lender will immediately transfer to the Swingline Lender. The Swingline Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche A Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swingline Lender on the next Business Day following such notice, in immediately available funds, the amount of such Revolving Tranche A Advance or its participation. (iii) If any such Revolving Lender shall not have so made its Revolving Tranche A Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.4, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at a per annum rate equal to the lesser of (A) the Federal Funds Rate for such day and for the first three days after such date and thereafter the interest rate applicable to Revolving Tranche A Advances and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent Swingline Lender has received from any Revolving Lender such LenderXxxxxx’s Revolving Tranche A Advance or participating interest in a Swingline Advance, the Administrative Agent Swingline Lender receives any payment on account thereof, the Administrative Agent Swingline Lender will pay distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderXxxxxx’s Revolving Tranche A Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Revolving Lender’s obligation to make the Revolving Tranche A Advance or purchase such participating interests pursuant to this Section 2.4 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swingline Advance, once so participated by any Revolving Lender, shall cease to be a Swingline Advance with respect to that amount for purposes of this Agreement, but shall continue to be Revolving Tranche A Advances.