Common use of Refunded Swing Line Loans Clause in Contracts

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13, the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower Representative), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the Borrower Representative) requesting that each Lender holding a Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower Representative) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrowers, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Note issued by the Borrowers to the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrowers from the Swing Line Lender in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to such portion of the amount of such Swing Line Loans outstanding as the Swing Line Lender may request in its sole and absolute discretion plus, if the Swing Line Lender so requests, accrued interest thereon, (the “"Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Article IV to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Swing Line Loans were made; provided, further, that no Bank shall be obligated in any proceeding under any Debtor Relief Law or otherwise, the loss event to make Revolving Credit Loans in excess of its Commitment less its Pro Rata Share of the Dollar Equivalent amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17Letters of Credit Outstanding.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrowers), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Prime Rate Loans to the Borrowers on such Credit Date date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders Banks to prepayprepay (the "Refunded Swing Line Loans"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrowers) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrowers; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Article IV to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in any proceeding under any Debtor Relief Law writing by the Banks prior to or otherwise, at the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17time such Swing Line Loans were made.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrowers), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders Banks to prepayprepay (the “Refunded Swing Line Loans”). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrowers) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank’s obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrowers; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Article IV to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in any proceeding under any Debtor Relief Law writing by the Banks prior to or otherwise, at the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17time such Swing Line Loans were made.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeUS Borrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to such portion of the amount of such Swing Line Loans outstanding as the Swing Line Lender may request in its sole and absolute discretion plus, if the Swing Line Lender so requests, accrued interest thereon, (the “"Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Section 4.01 to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Swing Line Loans were made; provided, further, that no Bank shall be obligated in any proceeding under any Debtor Relief Law or otherwise, the loss event to make Revolving Credit Loans in excess of its Commitment less its Pro Rata Share of the Dollar Equivalent amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17Letters of Credit Outstanding.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeUS Borrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) 270134563 275248976 requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to such portion of the amount of such Swing Line Loans outstanding as the Swing Line Lender may request in its sole and absolute discretion plus, if the Swing Line Lender so requests, accrued interest thereon, (the “"Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeUS Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the US Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the US Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Section 4.01 to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Swing Line Loans were made; provided, further, that no Bank shall be obligated in any proceeding under any Debtor Relief Law or otherwise, the loss event to make Revolving Credit Loans in excess of its Commitment less its Pro Rata Share of the Dollar Equivalent amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17.Letters of Credit Outstanding. 270134563

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to such portion of the amount of such Swing Line Loans outstanding as the Swing Line Lender may request in its sole and absolute discretion plus, if the Swing Line Lender so requests, accrued interest thereon, (the “"Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Section 4.01 to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Swing Line Loans were made; provided, further, that no Bank shall be obligated in any proceeding under any Debtor Relief Law or otherwise, the loss event to make Revolving Credit Loans in excess of its Commitment less its Pro Rata Share of the Dollar Equivalent amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17Letters of Credit Outstanding.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13, the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower Representative), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the Borrower Representative) requesting that each Revolving Lender holding a Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date in an amount equal to its Pro Rata Share of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Revolving Lenders to prepayprepay (without regard to the minimum funding amounts set forth in Section 2.2(d)). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Revolving Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrowers) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrowers, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Note issued by the Borrowers to the Swing Line Lender. The Borrowers Each Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ (without duplication) such Borrower’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Revolving Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrowers a Borrower from the Swing Line Lender in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be ratably shared among all of the Revolving Lenders in the manner contemplated by Section 2.17.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Prime Rate Loans to the Borrowers on such Credit Date date in an amount equal to the lesser of (a) the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders Banks to prepayprepay or (b) the difference between the Swing Line 23 Lender's Commitment minus the sum of (a) the Swing Line Lender's Pro Rata Share of Letters of Credit Outstanding plus (b) the amount of the Swing Line Lender's outstanding Revolving Credit Loans (the lesser of (a) and (b) is the "Refunded Swing Line Loans"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Article IV to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in any proceeding under any Debtor Relief Law writing by the Banks prior to or otherwise, at the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17time such Swing Line Loans were made.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers BorrowersBorrower pursuant to Section 2.13, the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower Representative), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the Borrower Representative) requesting that each Lender holding a Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers BorrowersBorrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower Representative) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the BorrowersBorrowersBorrower , and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrowers BorrowersBorrower and shall be due to the Swing Line Lender under the Revolving Loan Note issued by the Borrowers BorrowersBorrower to the Swing Line Lender. The Borrowers BorrowersBorrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ Borrowers’Borrower’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrowers BorrowersBorrower from the Swing Line Lender in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Prime Rate Loans to the Borrowers on such Credit Date date in an amount equal to such portion of the amount of such Swing Line Loans (outstanding as the “Swing Line Lender may request in its sole and absolute discretion plus, if the Swing Line Lender so requests, accrued interest thereon,(the "Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Article IV to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Swing Line Loans were made; provided, further, that no Bank shall be obligated in any proceeding under any Debtor Relief Law or otherwise, the loss event to make Revolving Credit Loans in excess of its Commitment less its Pro Rata Share of the amount so recovered shall be ratably shared among all Letters of the Lenders in the manner contemplated by Section 2.17Credit Outstanding.

Refunded Swing Line Loans. With respect to any Swing Line Loans which ------------------------- have not been voluntarily prepaid by the Borrowers Company pursuant to Section 2.13, the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeCompany), no later than 11:00 a.m. (New York City time) at least one (1) Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the Borrower RepresentativeCompany) requesting that each Lender holding a Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers Company on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeCompany) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the BorrowersCompany, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Loans to the Borrowers Company and shall be due to the Swing Line Lender under the Revolving Loan Note issued by the Borrowers Company to the Swing Line Lender. The Borrowers Company hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ Company's accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Lenders, including the Revolving Loans Loan deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrowers Company from the Swing Line Lender in any proceeding under any Debtor Relief Law bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrowers), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Prime Rate Loans to the Borrowers on such Credit Date date in an amount equal to the lesser of (a) the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders Banks to prepayprepay or (b) the difference between the amount of the Swing Line Loan Facility minus the sum of (a) the Swing Line Lender's Pro Rata Share of Letter of Credit Undrawn Availability plus (b) the amount of the Swing Line Lender's outstanding Revolving Credit Loans (the lesser of (a) and (b) is the "Refunded Swing Line Loans"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrowers) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the Borrowers; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Article IV to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in any proceeding under any Debtor Relief Law writing by the Banks prior to or otherwise, at the loss of the amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17time such Swing Line Loans were made.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeUS Borrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to such portion of the amount of such Swing Line Loans outstanding as the Swing Line Lender may request in its sole and absolute discretion plus, if the Swing Line Lender so requests, accrued interest thereon, (the “"Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeUS Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the US Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the US Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Section 4.01 to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Swing Line Loans were made; provided, further, that no Bank shall be obligated in any proceeding under any Debtor Relief Law or otherwise, the loss event to make Revolving Credit Loans in excess of its Commitment less its Pro Rata Share of the Dollar Equivalent amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17.Letters of Credit Outstanding. 264674781 NAI-1523841477v1 265265096

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeBorrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to the amount of such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given which the Swing Line Lender requests the Lenders Banks to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeBorrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Mellon Revolving Loan Note issued by the Borrowers to the Swing Line LenderCredit Note. The Borrowers Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ Borrower's accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Credit Loans made by the LendersBanks, including the Revolving Loans Credit Loan deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrowers Borrower from the Swing Line Lender in any proceeding under any Debtor Relief Law bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all the Banks. If for any reason (a) Revolving Credit Loans are not made upon the request of the Lenders Swing Line Lender as provided in the manner contemplated immediately preceding paragraph in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans or (b) the Revolving Credit Facility Commitment is terminated at a time when any Swing Line Loans are outstanding, each Bank shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in the case of the foregoing clause (b), immediately prior to such termination of the Revolving Credit Facility Commitment) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one (1) Business Day's notice from the Swing Line Lender, each shall deliver to the Swing Line Lender an amount equal to its respective participation in same day funds at the Agent's Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each Bank agrees to enter into a separate participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Bank fails to make available to the Swing Line Lender the amount of such participation as provided in this paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Bank together with interest thereon at the Base Rate. In the event that the Swing Line Lender receives a payment of any amount in which other Banks have purchased participations as provided in this paragraph, the Swing Line Lender shall promptly distribute to each such other Bank its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Bank's obligation to make Revolving Credit Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Bank's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by Section 2.17any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by any Loan Party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are subject to the condition that (X) the Swing Line Lender believed in good faith that all conditions under Article IV to the making of the applicable Refunded Swing Line Loans or any unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

Refunded Swing Line Loans. With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrowers pursuant to Section 2.13Loans, the Swing Line Lender may may, at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower RepresentativeUS Borrower), no later than 11:00 10:00 a.m. (New York City Pittsburgh, Pennsylvania time) at least one on the first (1st) Business Day in advance of immediately preceding the proposed Credit Datedate of disbursement, a notice (which shall be deemed to be a Funding Notice notice of borrowing given by the Borrower an Authorized Representative) requesting that each Lender holding a the Banks to make Revolving Credit Commitment make Revolving Loans that are Base Rate Loans to the Borrowers on such Credit Date date in an amount equal to such portion of the amount of such Swing Line Loans outstanding as the Swing Line Lender may request in its sole and absolute discretion plus, if the Swing Line Lender so requests, accrued interest thereon, (the “"Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay"). Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Credit Loans made by the Lenders Banks other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower RepresentativeUS Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Credit Loans are made, the Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the BorrowersLender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s 's outstanding Revolving Credit Loans to the Borrowers and shall be due to the Swing Line Lender under the Revolving Loan Credit Note issued by the Borrowers to of the Swing Line Lender. The Borrowers hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrowers’ accounts with the Administrative Agent and the Swing Line Lender (up Anything contained herein to the amount available in contrary notwithstanding, each such account) in order Bank's obligation to immediately pay make Revolving Credit Loans for the Swing Line Lender the amount purpose of the repaying any Refunded Swing Line Loans pursuant to the extent the proceeds of such Revolving Loans made immediately preceding paragraph shall be absolute and unconditional and shall not be affected by the Lendersany circumstance, including the Revolving Loans deemed to be made by (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the US Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Default; (c) any Material Adverse Change; (d) any breach of this Agreement or any other Loan Document by the US Borrower; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Bank are not sufficient subject to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid condition that (or deemed to be paidX) to the Swing Line Lender should be recovered by or on behalf believed in good faith that all conditions under Section 4.01 to the making of the Borrowers from the applicable Swing Line Lender Loans were satisfied at the time such Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Swing Line Loans were made; provided, further, that no Bank shall be obligated in any proceeding under any Debtor Relief Law or otherwise, the loss event to make Revolving Credit Loans in excess of its Commitment less its Pro Rata Share of the Dollar Equivalent amount so recovered shall be ratably shared among all of the Lenders in the manner contemplated by Section 2.17Letters of Credit Outstanding.