Common use of Refunding and Conversion of Swingline Loans to Revolving Credit Loans Clause in Contracts

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (i) On the Business Day before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Rate Loan in a principal amount equal to the Swingline Loan Amount in order to repay such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders on the books and records of the Agent. (ii) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender, in which case the Borrower shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Rate Loan in a principal amount equal to the Swingline Loan Amount for such Swingline Loans. Such refundings of the Swingline Loans through the funding of such Revolving Credit Loans shall be made by the Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders on the books and records of the Agent. (iii) Each Lender shall fund its respective Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio time) on the next succeeding Business Day after such deemed request or demand is made. No Lender’s obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of such repayment, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage. To the extent any Lender does not fund its respective Commitment Percentage of any Revolving Credit Loan to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v), such Lender shall be deemed a Delinquent Lender and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 as if such Loan were a Revolving Credit Loan for which a Bank did not remit its share to the Agent. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders. (iv) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing Amount and, plus, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time equals or exceeds the lesser of the Total Commitment at such time or Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then to the Revolving Credit Loans. (v) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a). Further, each Lender agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.10, one of the events described in §§14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been met, each Lender will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(i) or (ii), purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage of such Swingline Loan Amount. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded). (vi) Each Lender’s Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (i) On the Business Day before the maturity of a each Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b2.8(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Prime Rate Loan in a principal amount equal to the Swingline Loan Amount in order to repay such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (ii) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks on demand by the Swingline Lender, in which case the Borrower shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Prime Rate Loan in a principal amount equal to the Swingline Loan Amount for such Swingline Loans. Such refundings of the Swingline Loans through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (iii) Each Lender Bank shall fund its respective Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio Boston time) on the next succeeding Business Day after such deemed request or demand is made. No LenderBank’s obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other LenderBank’s failure to fund its Commitment Percentage of such repayment, nor shall any LenderBank’s Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Commitment Percentage. To the extent any Lender Bank does not fund its respective Commitment Percentage of any Revolving Credit Loan to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v2.8(c)(iii), such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 4.3 as if such Loan were a Revolving Credit Loan for which a Bank did not remit its share to the Agent. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the LendersBanks. (iv) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing Amount and, plus, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, plus all outstanding Bid Rate Loans at such time, equals or exceeds the lesser of the Total Commitment at such time or Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then Loans, second to the Revolving Credit Loans and thereafter to the Bid Rate Loans. (v) Each Lender Bank acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 2.8 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a2.8(a). Further, each Lender Bank agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.102.8, one of the events described in §§14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been metoccurred, each Lender Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(i2.8(c)(i) or (ii), purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage of such Swingline Loan Amount. Each Lender Bank will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank such LenderBank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank’s participating interest was outstanding and funded). (vi) Each LenderBank’s Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (i) On the Business Day before the maturity of a each Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b2.8(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Rate Loan in a principal amount equal to the Swingline Loan Amount in order to repay such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (ii) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks on demand by the Swingline Lender, in which case the Borrower shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Rate Loan in a principal amount equal to the Swingline Loan Amount for such Swingline Loans. Such refundings of the Swingline Loans through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (iii) Each Lender Bank shall fund its respective Commitment Percentage of Revolving Credit Loans (and the Agent may apply Cash Collateral available with respect to the applicable Swingline Loans) as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio Boston time) on the next succeeding Business Day after such deemed request or demand is made. No LenderBank’s obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other LenderBank’s failure to fund its Commitment Percentage of such repayment, nor shall any LenderBank’s Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Commitment Percentage. To the extent any Lender Bank does not fund its respective Commitment Percentage of any Revolving Credit Loan to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v2.8(c)(iii), such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 4.3 as if such Loan were a Revolving Credit Loan for which a Bank did not remit its share to the Agent. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the LendersBanks. (iv) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing Amount and, plus, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, plus all outstanding Bid Rate Loans at such time, equals or exceeds the lesser of the Total Commitment at such time or Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then Loans, second to the Revolving Credit Loans and thereafter to the Bid Rate Loans. (v) Each Lender Bank acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 2.8 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a2.8(a). Further, each Lender Bank agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.102.8, one of the events described in §§14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been metoccurred, each Lender Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(i2.8(c)(i) or (ii), purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage of such Swingline Loan Amount. Each Lender Bank will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank such LenderBank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank’s participating interest was outstanding and funded). (vi) Each LenderBank’s Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (i) On the Business Day before the maturity of a each Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b2.8(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Prime Rate Loan in a principal amount equal to the Swingline Loan Amount in order to repay such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (ii) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks on demand by the Swingline Lender, in which case the Borrower shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Prime Rate Loan in a principal amount equal to the Swingline Loan Amount for such Swingline Loans. Such refundings of the Swingline Loans through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (iii) Each Lender Bank shall fund its respective Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio Boston time) on the next succeeding Business Day after such deemed request or demand is made. No LenderBank’s obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other LenderBank’s failure to fund its Commitment Percentage of such repayment, nor shall any LenderBank’s Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Commitment Percentage. To the extent any Lender Bank does not fund its respective Commitment Percentage of any Revolving Credit Loan to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v2.8(c)(iii), such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 4.3 as if such Loan were a Revolving Credit Loan for which a Bank did not remit its share to the Agent. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the LendersBanks. (iv) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing Amount and, plus, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, plus all outstanding Bid Rate Loans at such time, equals or exceeds the lesser of the Total Commitment at such time or Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then Loans, second to the Revolving Credit Loans and thereafter to the Bid Rate Loans. (v) Each Lender Bank acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 2.8 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a2.8(a). Further, each Lender Bank agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.102.8, one of the events described in §§14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been metoccurred, each Lender Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(i2.8(c)(i) or (ii), purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage of such Swingline Loan Amount. Each Lender Bank will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank such LenderBank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank’s participating interest was outstanding and funded). (vi) Each Lender’s Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (iA) On the Business Day before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Rate Loan in a principal amount equal to the Swingline Loan Amount in order to repay such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders on the books and records of the Agent. (ii) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks on demand by the Swingline Lender, in which case the Borrower Borrowers shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely in the principal amount of a such Swingline Loan bearing interest with reference to the Base Rate Loan plus the Applicable Base Rate Margin (unless the Borrowers have elected the Eurodollar Rate with respect thereto in a principal amount equal to accordance with the Swingline Loan Amount for such Swingline Loansterms hereof). Such refundings of the Swingline Loans through the funding Loan and/or fundings of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages Percentage and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Administrative Agent. (iii) . Each Lender Bank shall fund its respective Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (ClevelandBoston, Ohio Massachusetts time) on the next succeeding Business Day after such deemed request or demand is made. No LenderBank’s obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other LenderBank’s failure to fund its Commitment Percentage of such repaymenta Swingline Loan, nor shall any LenderBank’s Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Commitment Percentage. To the extent any Lender Bank does not fund its respective Commitment Percentage of any Revolving Credit Loan deemed to be made to the Borrower Borrowers pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v)Section, such Lender shall be deemed a Delinquent Lender and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 as if such Loan were a Revolving Credit Loan for which a Bank did not remit advance its share to the Administrative Agent. If any portion . (B) If, at the time the Borrowers receive notice of any such amount paid to the a demand for repayment of a Swingline Lender shall be recovered by or on behalf of the Borrower Loan from the Swingline Lender in bankruptcy or otherwiseLender, the loss of the amount so recovered shall be ratably shared among all the Lenders. (iv) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsectionLender), plus the Maximum Drawing aggregate Stated Amount and, plus, without double-counting the portion, if any, of any Letter Letters of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, plus the aggregate of all unreimbursed draws under outstanding Letters of Credit, equals or exceeds the lesser aggregate amount of the Total Commitment at such time or Availability Revolving Credit Commitments of all of the Banks at such time, the Borrower Borrowers shall repay such Swingline Loan in accordance with Section 2.5.10(ii). The Borrowers hereby authorize the Administrative Agent to charge any account maintained with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such excess upon demand Swingline Loans to the extent amounts received from the Banks are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrowers from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Banks that have reimbursed the Swingline Lender pursuant to clause (A) above in accordance with their respective ratable share. (C) Each Bank acknowledges and agrees that, absent the gross negligence or willful misconduct of the Swingline Lender, which payment shall be applied first to the Swingline Loans and then to the Revolving Credit Loans. (v) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 Section 2.5.10 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any eventwithout limitation, non-satisfaction of any the conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a)Section 4. Further, each Lender Bank agrees and acknowledges that if, if prior to the refunding of any outstanding Swingline Loans pursuant to this §2.10Section 2.5.10, one of the events described in §§14.1(gSection 6.1.(vi), (vii) or (hviii) shall have occurred or any of the conditions set forth in §13.2 have not been metoccurred, each Lender Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(i) or (ii)Section 2.5.10 hereof, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage of the aggregate amount of such Swingline Loan AmountLoan. Each Lender Bank will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank such LenderBank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank’s participating interest was outstanding and funded). (viD) Each LenderBank’s Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans. (E) The Swingline Loans shall be evidenced by an Amended and Restated Swingline Note of the Borrowers to the Swingline Lender in or substantially in the form of the Amended and Restated Revolving Credit Notes (as amended from time to time, the “Swingline Note”), with appropriate insertions.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (iA) On So long as the Business Day before conditions of Section 3.2 (other than Section 3.2(b)) have been met, on the maturity of a each Swingline Loan (which shall be no longer than seven (7) days after the period for repayment set forth above in §2.10(b)making of such Swingline Loan), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower Borrowers shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Rate Loan Loans in a the principal amount equal to the Swingline Loan Amount in order to repay of such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks having a Revolving Credit Commitment in accordance with their respective Commitment Percentages applicable to Revolving Credit Loans and shall thereafter be reflected as Revolving Credit Loans of the Lenders such Banks on the books and records of the AgentAdministrative Agent (including the Loan Account). (iiB) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks having a Revolving Credit Commitment on demand by the Swingline Lender, in which case the Borrower Borrowers shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Rate Loan Loans in a the principal amount equal to the Swingline Loan Amount for of such Swingline LoansLoan. Such refundings of the Swingline Loans Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks having a Revolving Credit Commitment in accordance with their respective Commitment Percentages applicable to Revolving Credit Loans and shall thereafter be reflected as Revolving Credit Loans of the Lenders such Banks on the books and records of the Agent. Administrative Agent (iii) including the Loan Account). Each Lender Bank having a Revolving Credit Commitment shall fund its respective Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio time) on the next succeeding Business Day after such deemed request or demand is made. No Lender’s Bank's obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other Lender’s such Bank's failure to fund its Commitment Percentage of such repayment, nor shall any Lender’s Bank's Commitment Percentage be increased as a result of any such failure of any other Lender such Bank to fund its Commitment Percentage. To the extent any Lender Bank having a Revolving Credit Commitment does not fund its respective Commitment Percentage of any Revolving Credit Loan deemed to be made to the Borrower Borrowers pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v)Section, such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower Borrowers shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 Section 8.3(c) as if such Loan were a Revolving Credit Loan for which a Bank did not remit advance its share to the Administrative Agent. (C) The Borrowers hereby authorize the Administrative Agent to charge any account maintained with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of any Swingline Loans when due (x) to the extent amounts received from the Banks having a Revolving Credit Commitment are not sufficient to repay in full the outstanding Swingline Loans required to be refunded pursuant to Section 2.1(b)(iii)(B), and (y) to satisfy the Borrowers' obligations pursuant to clause (D) below. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower Borrowers from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the LendersBanks having a Revolving Credit Commitment. (ivD) If at any time the Borrower receives Borrowers receive notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing aggregate Stated Amount and, plus, without double-counting the portion, if any, of any Letter Letters of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, plus the aggregate of all unreimbursed draws under outstanding Letters of Credit, equals or exceeds the lesser of the Total Revolving Credit Commitment at such time or Availability at such time, the Borrower Borrowers shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then thereafter to the Revolving Credit LoansLoans outstanding. (vE) Each Lender Bank having a Revolving Credit Commitment acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 Section 2.1(b) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any the conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a)Section 2.1(a) or Article III. Further, each Lender Bank having a Revolving Credit Commitment agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.10Section 2.1(b), one of the events described in §§14.1(gSection 7.1(f) or (hg) shall have occurred or any of the conditions set forth in §13.2 have not been metoccurred, each Lender such Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(iSection 2.1(b)(iii) or (ii)hereof, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage (applicable to Revolving Credit Loans) of the aggregate amount of such Swingline Loan AmountLoan. Each Lender Bank having a Revolving Credit Commitment will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank having a Revolving Credit Commitment such Lender’s Bank's participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Bank's participating interest was outstanding and funded). (viF) Each Lender’s Bank's Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans, if any.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (iA) On Unless the Business Day before Borrower has otherwise elected the conversion of a Swingline Loan into a LIBOR Loan in accordance with Section 2.4, and so long as the conditions of Section 3.2 (other than Section 3.2(a)) have been met, on the maturity of a each Swingline Loan (which shall be no longer than ten (10) days after the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay making of such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Prime Rate Loan Loans in a the principal amount equal to the Swingline Loan Amount in order to repay of such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Revolving Credit Commitment Percentages applicable to Revolving Credit Loans and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Administrative Agent. (iiB) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks on demand by the Swingline Lender, in which case the Borrower shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Prime Rate Loan Loans in a the principal amount equal to the Swingline Loan Amount for of such Swingline LoansLoan. Such refundings of the Swingline Loans Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Revolving Credit Commitment Percentages applicable to Revolving Credit Loans and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. Administrative Agent (iii) including the Loan Account). Each Lender Bank shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio time) on the next succeeding Business Day after such deemed request or demand is made. No LenderBank’s obligation to fund its respective Revolving Credit Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other LenderBank’s failure to fund its Revolving Credit Commitment Percentage of such repayment, nor shall any LenderBank’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Revolving Credit Commitment Percentage. To the extent any Lender Bank does not fund its respective Revolving Credit Commitment Percentage of any Revolving Credit Loan deemed to be made to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v)Section, such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 Section 8.3(c) as if such Loan were a Revolving Credit Loan for which a Bank did not remit advance its share to the Administrative Agent. (C) The Borrower hereby authorizes the Administrative Agent to charge any account maintained with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of any Swingline Loans (x) to the extent amounts received from the Banks are not sufficient to repay in full the outstanding Swingline Loans required to be refunded pursuant to Section 2.1(b)(iii)(B), and (y) to satisfy the Borrower’s obligations pursuant to clause (D) below. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the LendersBanks in proportion to their respective Revolving Credit Commitment Percentages for Revolving Credit Loans. (ivD) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing aggregate Stated Amount and, plus, without double-counting the portion, if any, of any Letter Letters of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, plus the aggregate of all unreimbursed draws under outstanding Letters of Credit, equals or exceeds the lesser of the Total Commitment at such time or Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then thereafter to the Revolving Credit Loansother Obligations. (vE) Each Lender Bank acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 Section 2.1(b) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any the conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a)Section 2.1(a) or Article III. Further, each Lender Bank having a Revolving Credit Commitment agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.10Section 2.1(b), one of the events described in §§14.1(g) or (hSection 7.1(f) shall have occurred or any of the conditions set forth in §13.2 have not been metoccurred, each Lender Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(iSection 2.1(b)(iii) or (ii)hereof, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Revolving Credit Commitment Percentage (applicable to Revolving Credit Loans) of the aggregate amount of such Swingline Loan AmountLoan. Each Lender Bank will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank such LenderBank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank’s participating interest was outstanding and funded). (viF) Each LenderBank’s Revolving Credit Commitment Percentage applicable to any Swingline Loan shall be identical to its Revolving Credit Commitment Percentage applicable to Revolving Credit Loans.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (i) On the maturity of each Swingline Loan denominated in Dollars, and on the date that is four Business Day before Days prior to the maturity of a each Swingline Loan denominated in an Alternative Currency, (which maturity, in each case, shall be no longer than the period for repayment set forth above in §2.10(b2.8(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised (A) in the case of a Swingline Loan denominated in Dollars, solely of a Base Rate Loan, and (B) in the case of a Swingline Loan denominated in an Alternative Currency, solely of a Eurocurrency Rate Loan denominated in such Alternative Currency with an initial one-month Interest Period, in each case in a principal amount equal to the Swingline Loan Amount in order to repay such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (ii) If for any reason any Swingline Loan cannot be refinanced by a Default Revolving Credit Loan in accordance with §2.8(d)(i) because the conditions set forth in §13 cannot be satisfied or an Event of Default has occurred and is continuingfor any other reason, all Swingline the request for Revolving Credit Loans shall be refunded by the Lenders on demand submitted by the Swingline Lender, Lender as set forth in which case the Borrower §2.8(d)(iii) shall be deemed to have requested on such date be a request by the Swingline Lender that each of demand a Revolving Credit the Banks fund its risk participation in the relevant Swingline Loan comprised solely of a Base Rate Loan in a principal amount equal and each Bank’s payment to the Swingline Loan Amount Agent for such Swingline Loans. Such refundings the account of the Swingline Loans through the funding Lender pursuant to §2.8(d)(iii) shall be deemed payment in respect of such Revolving Credit participation. Such risk participations in Swingline Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders on the books and records of the AgentPercentages. (iii) Each Lender Bank shall fund its respective Commitment Percentage of Revolving Credit Loans in Same Day Funds (and the Agent may apply Cash Collateral available with respect to the applicable Swingline Loans) as required to so repay Swingline Loans outstanding to the Agent for the account of the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. on (ClevelandA) in the case of a Swingline Loan denominated in Dollars, Ohio time) on the next succeeding Business Day after such deemed request or demand is made and (B) in the case of a Swingline Loan denominated in an Alternative Currency, the date that is four Business Days after such deemed request or demand is made. No LenderBank’s obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other LenderBank’s failure to fund its Commitment Percentage of such repayment, nor shall any LenderBank’s Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Commitment Percentage. To the extent any Lender Bank does not fund its respective Commitment Percentage of any Revolving Credit Loan to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v2.8(d)(iii), such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 as if such Loan were a Revolving Credit Loan for which a Bank did not remit its share to the Agent. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders. (iv) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing Amount and, plus, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time equals or exceeds the lesser of the Total Commitment at such time or Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then to the Revolving Credit Loans. (v) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a). Further, each Lender agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.10, one of the events described in §§14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been met, each Lender will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(i) or (ii), purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage of such Swingline Loan Amount. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded). (vi) Each Lender’s Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans.of

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (iA) On So long as the Business Day before conditions of Section 3.2 (other than Section 3.2(b)) have been met, on the maturity of a each Swingline Loan (which shall be no longer than seven (7) days after the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay making of such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Rate Loan Loans in a the principal amount equal to the Swingline Loan Amount in order to repay of such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages applicable to Revolving Credit Loans and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the AgentAdministrative Agent (including the Loan Account). (iiB) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks on demand by the Swingline Lender, in which case the Borrower shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Rate Loan Loans in a the principal amount equal to the Swingline Loan Amount for of such Swingline LoansLoan. Such refundings of the Swingline Loans Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages applicable to Revolving Credit Loans and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. Administrative Agent (iii) including the Loan Account). Each Lender Bank shall fund its respective Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio time) on the next succeeding Business Day after such deemed request or demand is made. No Lender’s Bank's obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other Lender’s Bank's failure to fund its Commitment Percentage of such repayment, nor shall any Lender’s Bank's Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Commitment Percentage. To the extent any Lender Bank does not fund its respective Commitment Percentage of any Revolving Credit Loan deemed to be made to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(v)Section, such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 Section 8.3(c) as if such Loan were a Revolving Credit Loan for which a Bank did not remit advance its share to the Administrative Agent. (C) The Borrower hereby authorizes the Administrative Agent to charge any account maintained with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of any Swingline Loans when due (x) to the extent amounts received from the Banks are not sufficient to repay in full the outstanding Swingline Loans required to be refunded pursuant to Section 2.1(b)(iii)(B), and (y) to satisfy the Borrower's obligations pursuant to clause (D) below. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the LendersBanks. (ivD) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus the Maximum Drawing aggregate Stated Amount and, plus, without double-counting the portion, if any, of any Letter Letters of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, plus the aggregate of all unreimbursed draws under outstanding Letters of Credit, equals or exceeds the lesser of the Total Commitment at such time or Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then thereafter to the Revolving Credit Loansother Obligations. (vE) Each Lender Bank acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 Section 2.1(b) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any the conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(a)Section 2.1(a) or Article III. Further, each Lender Bank having a Revolving Credit Commitment agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.10Section 2.1(b), one of the events described in §§14.1(gSection 7.1(f) or (hg) shall have occurred or any of the conditions set forth in §13.2 have not been metoccurred, each Lender Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(iSection 2.1(b)(iii) or (ii)hereof, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage (applicable to Revolving Credit Loans) of the aggregate amount of such Swingline Loan AmountLoan. Each Lender Bank will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank such Lender’s Bank's participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Bank's participating interest was outstanding and funded). (viF) Each Lender’s Bank's Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans.

Refunding and Conversion of Swingline Loans to Revolving Credit Loans. (i) On the Business Day before the maturity of a each Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(bSection 2.8(b)), the Borrower shall notify the Agent if it intends to request a Base Rate Loan in order to repay such Swingline Loan, or three Business Days before the maturity of a Swingline Loan (which shall be no longer than the period for repayment set forth above in §2.10(b)), the Borrower shall notify the Agent if it intends to request a Libor Rate Loan in order to repay such Swingline Loan. In any event, if any Swingline Loan has not been repaid by 1:00 p.m. (Cleveland, Ohio time) on the maturity date thereof, the Agent shall promptly notify the Lenders thereof and the Borrower shall be deemed to have requested on such date a Revolving Credit Loan comprised solely of a Base Prime Rate Loan in a principal amount equal to the Swingline Loan Amount in order to repay such Swingline Loan. Such refundings of the Swingline Loan through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (ii) If a Default or an Event of Default has occurred and is continuing, all Swingline Loans shall be refunded by the Lenders Banks on demand by the Swingline Lender, in which case the Borrower shall be deemed to have requested on such date of demand a Revolving Credit Loan comprised solely of a Base Prime Rate Loan in a principal amount equal to the Swingline Loan Amount for such Swingline Loans. Such refundings of the Swingline Loans through the funding of such Revolving Credit Loans shall be made by the Lenders Banks in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders Banks on the books and records of the Agent. (iii) Each Lender Bank shall fund its respective Commitment Percentage of Revolving Credit Loans as required to so repay Swingline Loans outstanding to the Swingline Lender upon such deemed request or demand by the Swingline Lender but in no event later than 2:00 p.m. (Cleveland, Ohio Boston time) on the next succeeding Business Day after such deemed request or demand is made. No Lender’s Bank's obligation to fund its respective Commitment Percentage of the repayment of a Swingline Loan shall be affected by any other Lender’s Bank's failure to fund its Commitment Percentage of such repayment, nor shall any Lender’s Bank's Commitment Percentage be increased as a result of any such failure of any other Lender Bank to fund its Commitment Percentage. To the extent any Lender Bank does not fund its respective Commitment Percentage of any Revolving Credit Loan to the Borrower pursuant to this §2.10(c)(iii) or purchase its undivided participating interest in any Swingline Loan in accordance with §2.10(c)(vSection 2.8(c)(iii), such Lender Bank shall be deemed a Delinquent Lender Bank and the Borrower shall repay such amounts to the Swingline Lender in accordance with the provisions of §3.3 Section 4.3 as if such Loan were a Revolving Credit Loan for which a Bank did not remit its share to the Agent. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the LendersBanks. (iv) If at any time the Borrower receives notice from the Swingline Lender that the aggregate principal amount of all Revolving Credit Loans outstanding, plus PLUS the aggregate principal amount of all Swingline Loans outstanding (including the Swingline Loan for which demand for payment is then made by the Swingline Lender pursuant to this subsection), plus PLUS the Maximum Drawing Amount and, plusPLUS, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time time, PLUS all outstanding Bid Rate Loans at such time, equals or exceeds the lesser of the (A) Total Commitment at such time or and (B) the Borrowing Base Availability at such time, the Borrower shall repay the amount of such excess upon demand by the Swingline Lender, which payment shall be applied first to the Swingline Loans and then Loans, second to the Revolving Credit Loans and thereafter to the Bid Rate Loans. (v) Each Lender Bank acknowledges and agrees that its obligation to refund Swingline Loans with Revolving Credit Loans in accordance with the terms of this §2.10 Section 2.8 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, in any event, non-satisfaction of any conditions set forth in this Agreement pertaining to advances of Revolving Credit Loans hereunder, except to the limited extent expressly referred to in the first sentence of §2.10(aSection 2.8(a). Further, each Lender Bank agrees and acknowledges that if, prior to the refunding of any outstanding Swingline Loans pursuant to this §2.10Section 2.8, one of the events described in §§Sections 14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been met-40- occurred, each Lender Bank will, on the date the applicable Revolving Credit Loan would have been made pursuant to §2.10(c)(iSection 2.8(c)(i) or (ii), purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Commitment Percentage of such Swingline Loan Amount. Each Lender Bank will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any Lender Bank such Lender’s Bank's participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Bank's participating interest was outstanding and funded). (vi) Each Lender’s Commitment Percentage applicable to any Swingline Loan shall be identical to its Commitment Percentage applicable to Revolving Credit Loans.