Common use of Refinancings Clause in Contracts

Refinancings. A Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable Borrower.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Standard Borrowings and Standby Standard Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); providedPROVIDED, howeverHOWEVER, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable Borrower.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing made by it with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings in Dollars and Standby Revolving Credit Borrowings in Dollars with Competitive Borrowings; provided that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Revolving Credit Borrowing of Dollars or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the applicable Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c2.2(c); provided, however, provided that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in clause (iib) below, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.8 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.10; and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.8 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender's portion of such Loan.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings; provided, however, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Revolving Credit Borrowing or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c2.2(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.6 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.10; and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.10 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender's portion of such Loan.

Refinancings. A Borrower Each of the Borrowers may refinance all or any part of any Competitive Borrowing or Standby Borrowing made by it with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 (in the case of the Borrower) or pursuant to a notice under Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including including, in the case of the Borrower, refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings in Dollars and Standby Revolving Credit Borrowings in Dollars with Competitive Borrowings. ; provided that (i) a Borrowing by way of B/As may be refinanced only on the last day of the relevant Contract Period and (ii) on any partial refinancing from a C$ Prime Rate Loan, or B/A, not less than C$500,000 shall remain as Borrowings by way of C$ Prime Rate Loan or B/A, as applicable and; provided, further, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, (i) a Revolving Credit Borrowing of Dollars or portion thereof may only be refinanced with an ABR Borrowing and (ii) C$ Revolving Credit Loans may not be refinanced with a B/A. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the applicable Lenders to the Administrative Applicable Agent or by the Administrative Applicable Agent to the applicable Applicable Borrower pursuant to Section 2.02(c2.2(c); provided, however, provided that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Applicable Agent for distribution to the Lenders described in clause (iib) below, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Applicable Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Applicable Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.8 and, to the extent of such failure, the Applicable Borrower shall pay such amount to the Applicable Agent as required by Section 2.10; and (d) to the extent the Applicable Borrower fails to pay to the Applicable Agent any amounts due in accordance with Section 2.8 as a result of the failure of a Lender to pay the Applicable Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Applicable Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender's portion of such Loan.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings; PROVIDED, HOWEVER, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Revolving Credit Borrowing or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c2.2(c); providedPROVIDED, howeverHOWEVER, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.6 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.10; and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.10 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender's portion of such Loan.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing made by it with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings in Dollars and Standby Revolving Credit Borrowings in Dollars with Competitive Borrowings; PROVIDED that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Revolving Credit Borrowing of Dollars or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the applicable Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c2.2(c); provided, however, PROVIDED that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in clause (iib) below, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.8 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.10; and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.8 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender's portion of such Loan.

Refinancings. A The Borrower or any Subsidiary Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same Currency and of the same Interest Rate Type (or a of the same or different Type Interest Rate Type, in the case of Loans denominated in Dollars) made pursuant to Section 2.03 2.8 or Section 2.04pursuant to a notice under Sections 2.3 or 2.4, as applicable, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings; provided, however, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Borrowing (other than a Competitive Borrowing) or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.12 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.02(c2.2(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with this Section 2.07 2.10 and, to the extent of such failure, the Borrower or the relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.14; and (d) to the extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.14 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A Any Borrower may refinance all or any ------------- part of any Competitive Borrowing or Standby Borrowing of such Borrower with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable appropriate Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a -------- ------- Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, above and (iii) to the extent any Lender fails to pay to the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable BorrowerBorrower to which such Loan was made; provided, however, that such -------- ------- Borrower shall not have any liability under Section 2.15 in respect of any of its payment obligations under this clause (iii).

Refinancings. A The Borrower or any Subsidiary Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same Currency and of the same Interest Rate Type (or a of the same or different Type Interest Rate Type, in the case of Loans denominated in Dollars) made pursuant to Section 2.03 2.7 or pursuant to a notice under Section 2.042.3, as applicable, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings; provided, however, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Borrowing (other than a Competitive Borrowing) or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.10 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.02(c2.2(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with this Section 2.07 2.08 and, to the extent of such failure, the Borrower or the relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.12; and (d) to the extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.12 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced with a Borrowing denominated in the same currency shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable Borrower.

Refinancings. A The Borrower and any Subsidiary Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing made by it with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.5 or 2.6, subject to the conditions and limitations set forth herein and elsewhere in this Agreement; provided that at any time after the occurrence, including refinancings and during the continuation, of Competitive Borrowings a Default or an Event of Default, (a) a Revolving Credit Borrowing may only be refinanced with Standby Borrowings an ABR Borrowing, (b) a Canadian B/A may only be refinanced with a Canadian Prime Rate Loan and Standby Borrowings (c) a LIBOR Canadian Revolving Loan may only be refinanced with Competitive Borrowingsa Canadian ABR Loan. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.9 with the proceeds of a new Borrowing or Canadian Revolving Loan, as the case may be, hereunder and the proceeds of the new BorrowingBorrowing or Canadian Revolving Loan, as the case may be, to the extent they do not exceed the principal amount of the Borrowing or Loan being refinanced, shall not be paid by the applicable Lenders to the Administrative Agent or by the Administrative Agent or the Canadian Revolving Lender, as the case may be, to the Borrower or the applicable Subsidiary Borrower pursuant to Section 2.02(c2.2(c); provided, however, provided that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (iA) if the principal amount extended by a Lender in a refinancing of a Revolving Credit Borrowing is greater than the principal amount extended by such Lender in the Revolving Credit Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in clause (iiB) below, (iiB) if the principal amount extended by a Lender in the Revolving Credit Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (iA) above, and (iiiC) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (iA) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.9 and, to the extent of such failure, the Borrower or the applicable Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.11, and (D) to the extent the Borrower or the applicable Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.9 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (C) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (A) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A Each Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing of its Borrowings with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Committed Borrowings and Standby of Committed Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.08 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders Banks to the Administrative Agent or by the Administrative Agent to the applicable Borrower to which such Borrowing has been made pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount amount, if any, extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in clause (iib) below, (iib) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount amount, if any, being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender Bank fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan Borrowing or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.08 to the extent of such failure and such Borrower shall pay such amount to the Administrative Agent pursuant to Section 2.08 and (d) to the extent such Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.08 as a result of the failure of a Bank to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Borrowing deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerBank which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Bank's portion of such refinanced Loan.

Refinancings. A Any Borrower may refinance all or any ------------- part of any Competitive Borrowing or Standby Borrowing of such Borrower with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable appropriate Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if -------- ------- the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, above and (iii) to the extent any Lender fails to pay to the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable BorrowerBorrower to which such Loan was made; provided, however, that -------- ------- such Borrower shall not have any liability under Section 2.15 in respect of any of its payment obligations under this clause (iii).

Refinancings. A Borrower The Company may refinance all or any part of any Competitive Borrowing or Standby Borrowing Loan with a Competitive Borrowing Loan or a Standby Borrowing Loans of the same or a different Type type made pursuant to Section 2.03 2.01 or Section 2.042.02 hereof; PROVIDED, subject to HOWEVER, that (i) no Term Federal Funds Loan may be refinanced with another Term Federal Funds Loan, and (ii) the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings [NYCorp;1203895.1] aggregate principal amount of Competitive the new Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowingsshall not exceed the aggregate principal amount of the Loans being refinanced. Any Borrowing Loan or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.06 hereof with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowinghereunder; PROVIDED, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, howeverHOWEVER, that with respect to any new Borrowing which results in any Bank extending a Loan in a different princi pal amount than such Bank extended in the case of any Loan being refinanced (E.G., the refinancing of a Borrowing Revolving Credit Loan with another Borrowing in the same currencya Competitive Advance Loan), (i) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (ii) below, and (ii) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (i) above, . If the Company shall not have repaid any Revolving Credit Loan on the last day of the Interest Period with respect thereto and (iii) shall not have given notice with respect to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any refinancing of such Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with the applicable provisions of Section 2.07 and 2.01 or Section 2.02 hereof, as appropriate, it shall be payable by deemed to have elected to refinance such Loan with a Revolving Credit Loan which is an Alternate Base Rate Loan to be made on the applicable Borrowerlast day of the Interest Period of the Loan so refinanced.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable Borrower. This Section shall not apply to Swingline Borrowings, which may not be refinanced. SECTION 2.06. FeesSECTION

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.04 or Section 2.042.05, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.09 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders Banks to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in clause (iib) below, (iib) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to clause (ia) above, and (iiic) to the 195 extent any Lender Bank fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.09 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.09; and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.09 as a result of the failure of a Bank to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerBank which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Bank's portion of such Loan.

Refinancings. A The Borrower may refinance all or any ------------- part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced with a Borrowing denominated in the same currency shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a -------- ------- Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable Borrower.

Refinancings. A Borrower Conversions (a) The Company may refinance all or any part of any Competitive Borrowing or Standby Borrowing Loan with a Competitive Borrowing or a Standby Borrowing Loan of the same or a different Type type made pursuant to Section 2.03 2.2 or Section 2.04, 2.3. subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including including, without limitation, refinancings of Competitive Borrowings Loans with Standby Borrowings Committed Loans and Standby Borrowings Committed Loans with Competitive BorrowingsLoans. Any Borrowing Loan or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.18 with the proceeds of a new Borrowing hereunder and the proceeds of the new BorrowingLoan, to the extent they do not exceed the principal amount of the Borrowing Loan being refinanced, shall not be paid by the Lenders Banks to the Administrative Agent or by the Administrative Agent to the applicable Borrower Company pursuant to Section 2.02(c); 2.7(c): provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (ii) below, (ii) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (i) above, and (iii) to the extent any Lender Bank fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.18 to the extent of such failure and the Company shall pay such amount to the Administrative Agent pursuant to Section 2.18 and (iv) to the extent the Company fails to pay to the Administrative Agent any amounts due in accordance with Section 2.18 as a result of the failure of a Bank to pay the Administrative Agent any amounts due as described in (iii) above, the portion of any refinanced Loan deemed not repaid shall be deemed to be outstanding solely to the Bank which has failed to pay the Administrative Agent amounts due from it pursuant to (i) above to the full extent of such Bank's portion of such refinanced Loan. (b) Subject to the conditions and limitations set forth in this Agreement, the Company shall have the right from time to time to convert all or part of one Type of Committed Loan into another Type of Committed Loan or to continue all or a part of any Committed Loan that is a Eurodollar Loan from one Interest Period to another Interest Period by giving the Administrative Agent written notice (by means of a Notice of Committed Borrowing) (i) in the case of Eurodollar Loans, not later than 11:00 a.m., New York City time, three Business Days before the date specified for such proposed conversion or continuation, and (ii) in the case of Alternate Base Loans, not later than 11:00 a.m., New York City time, on the Business Day which is the date specified for such proposed conversion or continuation. Such notice shall specify (A) the proposed date for conversion or continuation, (B) the amount of the Committed Loan to be converted or continued, (C) in the case of conversions, the Type of Committed Loan to be converted into, and (D) in the case of a continuation of or conversion into a Eurodollar Loan, the duration of the Interest Period applicable thereto; provided that (1) Eurodollar Loans may be converted only on the last day of the applicable Interest Period, (2) except for conversions to Alternate Base Loans, no conversion shall be made while a Default or Event of Default has occurred and is continuing and no continuations of any Eurodollar Loan from one Interest Period to another Interest Period shall be made while a Default or Event of Default has occurred and is continuing, unless such conversion or continuation has been approved by Majority Banks, and (3) each such conversion or continuation shall be in an amount not less than $10,000,000 and shall be payable by an integral multiple of $1,000,000. All notices given under this Section shall be irrevocable. If the applicable BorrowerCompany shall fail to give the Administrative Agent the notice as specified above for continuation or conversion of a Eurodollar Loan prior to the end of the Interest Period with respect thereto, such Eurodollar Loan shall automatically be converted into an Alternate Base Loan on the last day of the Interest Period for such Eurodollar Loan.

Refinancings. A The Borrower or any Subsidiary Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same Currency and of the same Interest Rate Type (or a of the same or different Type Interest Rate Type, in the case of Loans denominated in Dollars) made pursuant to Section 2.03 2.7 or pursuant to a notice under Section 2.042.3, as applicable, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings; provided, however, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Borrowing (other than a Competitive Borrowing) or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.10 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.02(c2.2(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with this Section 2.07 2.8 and, to the extent of such failure, the Borrower or the relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.12, and (d) to the extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.12 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A The Borrower or any Subsidiary Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same Currency and of the same Interest Rate Type (or a of the same or different Type Interest Rate Type, in the case of Loans denominated in Dollars) made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.6, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings; provided, however, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Revolving Credit Borrowing or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.9 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.02(c2.2(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with this Section 2.07 2.7 and, to the extent of such failure, the Borrower or the relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.11; and (d) to the extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.11 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to a notice under Section 2.03 or Section 2.042.3, subject to the conditions and limitations set forth herein and elsewhere in this Agreement; provided, including refinancings however, that at any time after the occurrence, and during the continuation, of Competitive Borrowings a Default or an Event of Default, no Borrowing or portion thereof may be refinanced with Standby Borrowings and Standby Borrowings with Competitive Borrowingsa LIBOR Loan without the consent of the Required Lenders. Any Borrowing or part thereof so refinanced under this Section 2.8 shall be deemed to be repaid in accordance with Section 2.07 2.10 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c)Borrower; provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with this Section 2.07 2.8 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.12, and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.12 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A The Borrower or any Subsidiary Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same Currency and of the same Interest Rate Type (or a of the same or different Type Interest Rate Type, in the case of Loans denominated in Dollars) made pursuant to Section 2.03 a notice under Sections 2.3 or Section 2.042.4, as applicable, subject to the conditions and limitations set forth herein and elsewhere in this Agreement; provided, including refinancings however, that at any time after the occurrence, and during the continuation, of Competitive Borrowings a Default or an Event of Default, a Borrowing or portion thereof may only be refinanced with Standby Borrowings and Standby Borrowings with Competitive Borrowingsan ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.12 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower or the relevant Subsidiary Borrower pursuant to Section 2.02(c2.2(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with this Section 2.07 2.10 and, to the extent of such failure, the Borrower or the relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.14; and (d) to the extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.14 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A Borrower (a) Prior to the Termination Date, the Company may refinance all or any part of any Competitive Borrowing or Standby Borrowing Loan with a Competitive Borrowing Loan or a Standby Borrowing Loans of the same or a different Type type made pursuant to Section 2.03 2.01 or Section 2.042.02 hereof; provided, subject to however, that the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings aggregate principal amount of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowingsthe new Borrowing shall not exceed the aggregate principal amount of the Loans being refinanced on the date of such Borrowing. Any Borrowing Loan or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.04 hereof with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c)hereunder; provided, however, that with respect to any new Borrowing which results in any Bank extending a Loan in a different principal amount than such Bank extended in the case of any Loan being refinanced (e.g., the refinancing of a Borrowing Revolving Credit Loan with another Borrowing in the same currencya Competitive Loan), (i) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (ii) below, and (ii) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (i) above, . If the Company shall not have repaid any Revolving Credit Loan on the last day of the Interest Period with respect thereto and (iii) shall not have given notice with respect to the extent refinancing of such Loan in accordance with the applicable provisions of Section 2.01 or Section 2.02 hereof, as appropriate, it shall be deemed to have elected to refinance such Loan with a Revolving Credit Loan which is an Alternate Base Rate Loan to be made on the last day of the Interest Period of the Loan so refinanced. (b) On or after the Termination Date and prior to the Maturity Date, the Company may refinance all or any Lender fails to pay part of any Revolving Credit Loan with a Revolving Credit Loan or Loans of the Administrative Agent amounts due from it same or a different type made pursuant to (i) aboveSection 2.01 hereof; provided, any however, that the aggregate principal amount of the new Borrowing shall not exceed the aggregate principal amount of the Loans being refinanced on the date of such Borrowing. Any Loan or portion part thereof being so refinanced with such amounts shall not be deemed to be repaid in accordance with Section 2.07 2.04 hereof with the proceeds of a new Borrowing hereunder. If the Company shall not have repaid any Revolving Credit Loan on the last day of the Interest Period with respect thereto and shall be payable by not have given notice with respect to the refinancing of such Loan in accordance with the applicable Borrowerprovisions of Section 2.01 hereof, it shall be deemed to have elected to refinance such Loan with a Revolving Credit Loan which is an Alternate Base Rate Loan to be made on the last day of the Interest Period of the Loan so refinanced.

Refinancings. A Borrower The Company may refinance all or any part of any Competitive Borrowing or Standby Borrowing Loan with a Competitive Borrowing Loan or a Standby Borrowing Loans of the same or a different Type type made pursuant to Section 2.03 2.01 or Section 2.042.02 hereof; provided, subject to however, that (i) no Term Federal Funds Loan may be refinanced with another Term Federal Funds Loan, and (ii) the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings aggregate principal amount of Competitive the new Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowingsshall not exceed the aggregate principal amount of the Loans being refinanced. Any Borrowing Loan or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.05 hereof with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c)hereunder; provided, however, that with respect to any new Borrowing which results in any Bank extending a Loan in a different principal amount than such Bank extended in the case of any Loan being refinanced (e.g., the refinancing of a Borrowing Revolving Credit Loan with another Borrowing in the same currencya Competitive Advance Loan), (i) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (ii) below, and (ii) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (i) above, . If the Company shall not have repaid any Revolving Credit Loan on the last day of the Interest Period with respect thereto and (iii) shall not have given notice with respect to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any refinancing of such Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with the applicable provisions of Section 2.07 and 2.01 or Section 2.02 hereof, as appropriate, it shall be payable by deemed to have elected to refinance such Loan with a Revolving Credit Loan which is an Alternate Base Rate Loan to be made on the applicable Borrowerlast day of the Interest Period of the Loan so refinanced.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.04 or Section 2.042.05, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.08 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders Banks to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender Bank in a 106 refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in clause (iib) below, (iib) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender Bank fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.08 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.08, and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.08 as a result of the failure of a Bank to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerBank which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Bank's portion of such Loan.

Refinancings. A Borrower The Company may refinance all or any part of any Competitive Borrowing or Standby Borrowing Loan with a Competitive Borrowing Loan or a Standby Borrowing Loans of the same or a different Type type made pursuant to Section 2.03 2.01 or Section 2.042.02 hereof; PROVIDED, subject to HOWEVER, that (i) no Term Federal Funds Loan may be refinanced with another Term Federal Funds Loan, and (ii) the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings aggregate principal amount of Competitive the new Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowingsshall not exceed the aggregate principal amount of the Loans being refinanced. Any Borrowing Loan or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.05 hereof with the proceeds of a new Borrowing hereunder and the proceeds of the hereunder; PROVIDED, HOWEVER, that with respect to any new Borrowing, to the extent they do not exceed the Borrowing which results in any Bank extending a Loan in a different principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that than such Bank extended in the case of any Loan being refinanced (E.G., the refinancing of a Borrowing Revolving Credit Loan with another Borrowing in the same currencya Competitive Advance Loan), (i) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (ii) below, and (ii) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (i) above, . If the Company shall not have repaid any Revolving Credit Loan on the last day of the Interest Period with respect thereto and (iii) shall not have given notice with respect to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any refinancing of such Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with the applicable provisions of Section 2.07 and 2.01 or Section 2.02 hereof, as appropriate, it shall be payable by deemed to have elected to refinance such Loan with a Revolving Credit Loan which is an Alternate Base Rate Loan to be made on the applicable Borrowerlast day of the Interest Period of the Loan so refinanced.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing Loan with a Competitive Borrowing or a Standby Borrowing Loan of the same or a different Type type made pursuant to Section 2.03 2.2 or Section 2.042.3, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including including, without limitation, refinancings of Competitive Borrowings Loans with Standby Borrowings Committed Loans and Standby Borrowings Committed Loans with Competitive BorrowingsLoans. Any Borrowing Loan or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new BorrowingLoan, to the extent they do not exceed the principal amount of the Borrowing Loan being refinanced, shall not be paid by the Lenders Banks to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c2.7(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (ii) below, (ii) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (i) above, and (iii) to the extent any Lender Bank fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.8 to the extent of such failure and the Borrower shall pay such amount to the Agent pursuant to Section 2.8, and (iv) to the extent the Borrower fails to pay to the Agent any amounts due in accordance with Section 2.8 as a result of the failure of a Bank to pay the Agent any amounts due as described in (iii) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerBank which has failed to pay the Agent amounts due from it pursuant to (i) above to the full extent of such Bank's portion of such refinanced Loan.

Refinancings. A Each Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Committed Borrowings and Standby Committed Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.08 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders Banks to the Administrative Agent or by the Administrative Agent to the applicable Borrower Company pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (iib) below, (iib) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (ia) above, and (iiic) to the extent any Lender Bank fails to pay the Administrative Agent amounts due from it pursuant to (ia) above, any Loan Borrowing or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.08 to the extent of such failure and such Borrower shall pay such amount to the Administrative Agent pursuant to Section 2.08 and (d) to the extent the Company fails to pay to the Administrative Agent any amounts due in accordance with Section 2.08 as a result of the failure of a Bank to pay the Administrative Agent any amounts due as described in (c) above, the portion of any refinanced Borrowing deemed not repaid shall be payable by deemed to be outstanding solely to the applicable Borrower.Bank

Refinancings. A The Borrower and any Subsidiary Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing made by it with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to a notice under Section 2.03 or Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement; provided that at any time after the occurrence, including refinancings and during the continuation, of Competitive Borrowings a Default or an Event of Default, (a) a Revolving Credit Borrowing of Dollars or portion thereof may only be refinanced with Standby Borrowings an ABR Borrowing and Standby Borrowings with Competitive Borrowings(b) a Revolving Credit Borrowing of any Available Foreign Currency shall be repaid in full at the end of the Interest Period in effect for such Borrower. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.9 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, Borrowing to the extent they do not exceed the principal amount of the Borrowing or Loan being refinanced, shall not be paid by the applicable Lenders to the Administrative Agent or by the Administrative Agent to the Borrower or the applicable Subsidiary Borrower pursuant to Section 2.02(c2.2(c); provided, however, provided that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (iA) if the principal amount extended by a Lender in a refinancing of a Revolving Credit Borrowing is greater than the principal amount extended by such Lender in the Revolving Credit Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in clause (iiB) below, (iiB) if the principal amount extended by a Lender in the Revolving Credit Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (iA) above, and (iiiC) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (iA) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.9 and, to the extent of such failure, the Borrower or the applicable Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.11; and (D) to the extent the Borrower or the applicable Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.9 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (C) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (A) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings and Standby Revolving Credit Borrowings with Competitive Borrowings; PROVIDED, HOWEVER, that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Revolving Credit Borrowing or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c2.2(c); providedPROVIDED, howeverHOWEVER, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or any Lenders described in clause (iib) below, as applicable, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with this Section 2.07 2.6 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.10; and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.10 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender's portion of such Loan.

Refinancings. A Each Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof in a particular currency so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new BorrowingBorrowing under the same currency, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); providedPROVIDED, howeverHOWEVER, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable Borrower.

Refinancings. A The Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing made by it with a Competitive Borrowing or a Standby Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.03 2.4 or pursuant to a notice under Section 2.042.5, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Revolving Credit Borrowings in Dollars and Standby Revolving Credit Borrowings in Dollars with Competitive Borrowings; provided that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, a Revolving Credit Borrowing of Dollars or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the applicable Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c2.2(c); provided, however, provided that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (ia) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in clause (iib) below, (iib) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (ia) above, and (iiic) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (ia) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 2.8 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.10; and (d) to the extent the Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.8 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any refinanced Loan deemed not repaid shall be payable by deemed to be outstanding solely to the applicable BorrowerLender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s portion of such Loan.

Refinancings. A Borrower Subject to the provisions of this Section 2.06, the Company agrees to repay the principal amount of each Loan on the last day of the Interest Period applicable thereto. The Company may refinance all or any part of any Competitive Borrowing or Standby Borrowing Loan with a Competitive Borrowing or a Standby Borrowing Loan of the same or a different Type made pursuant to Section 2.03 2.02 or Section 2.04, including, without limitation, refinancings of Competitive Loans with Standby Loans and Standby Loans with Competitive Loans, subject to the requirement that Euro dollar Loans, CD Loans and Fixed Rate Loans may be prepaid only on the last day of an applicable Interest Period and to the other conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing Loan or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with Section 2.07 2.10 or Section 2.17, as applicable, with the proceeds of a new Borrowing hereunder and the proceeds of the new BorrowingLoan, and to the extent they do not exceed the principal amount of the Borrowing Loan being refinanced, any such Loan or part thereof shall not be paid by the Lenders Banks to the Administrative Agent or by the Administrative Agent to the applicable Borrower Company pursuant to Section 2.02(c)2.13(c) and Section 2.11(b) below; provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender Bank in a refinancing is greater than the principal amount extended by such Lender Bank in the Borrowing being refinanced, then such Lender the Bank shall pay such difference to the Administrative Agent for distribution to the Lenders Banks described in (ii) below, (ii) if the principal amount extended by a Lender Bank in the Borrowing being refinanced is greater than the principal amount being extended by such Lender Bank in the refinancing, the Administrative Agent shall return the difference to such Lender Bank out of amounts received pursuant to (i) aboveabove (together with any interest actually received by the Administrative Agent in respect of the portion of such amounts returned to such Bank pursuant to this clause (ii)), and (iii) to the extent any Lender Bank fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan such Bank agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and short-term funds (which determination shall be payable by conclusive absent manifest error). If such Bank shall repay to the applicable BorrowerAdministrative Agent such corresponding amount, such amount shall constitute such Bank's amount due from it pursuant to (i) above as part of such Borrowing for purposes of this Agreement.

Refinancings. A Any Borrower may refinance all or any ------------- part of any Competitive Borrowing or Standby Borrowing of such Borrower with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable appropriate Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if -------- ------- the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, above and (iii) to the extent any Lender fails to pay to the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable BorrowerBorrower to which such Loan was made; provided, however, that such -------- ------- Borrower shall not have any liability under Section 2.15 in respect of any of its payment obligations under this clause (iii).

Refinancings. A Borrower may refinance all or any part of any Competitive Borrowing or Standby Borrowing with a Competitive Borrowing or a Standby Borrowing of the same or a different Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Standby Borrowings and Standby Borrowings with Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.07 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the applicable Borrower pursuant to Section 2.02(c); provided, however, that in the case of any refinancing of a Borrowing with another Borrowing in the same currency, (i) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in (ii) below, (ii) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to (i) above, and (iii) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to (i) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.07 and shall be payable by the applicable Borrower.with