Common use of Refunding of Swing Line Borrowings Clause in Contracts

Refunding of Swing Line Borrowings. (a) The Swing Line Dollar Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower (which hereby irrevocably directs and authorizes the Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Lender, including JPMorgan Chase Bank and BofA, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (g). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.

Refunding of Swing Line Borrowings. (a) The Each Swing Line Dollar Lender, at any time in its sole and absolute discretion may, and, at any time when its Swing Line Loans are outstanding for more than five Business Days, each Swing Line Lender shall, on behalf of the U.S. Borrower (which hereby irrevocably directs and authorizes the such Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Lender, including JPMorgan Chase and Bank and BofAof America Illinois, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Swing Line Participation Percentage of the greater of (i) the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is givengiven and (ii) $10,000,000; provided that the provisions of this subsection shall not affect the U.S. Borrower's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 and 9.4(d7.4(d) and (gf). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 15.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender Lenders for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon ; any request by the Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full remaining after repayment of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent Loans in full shall promptly give notice be made available to the U.S. Borrower or by the relevant Foreign Subsidiary Administrative Agent crediting the account of the U.S. Borrower of such requestat its office specified in subsection 15.2.

Refunding of Swing Line Borrowings. (a) The Swing Line Dollar Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower (which hereby irrevocably directs and authorizes the Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Lender, including JPMorgan Chase Bank and BofAChase, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 and 9.4(d10.4(d) and (g). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 18.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.

Refunding of Swing Line Borrowings. (a) The Swing Line Dollar Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower (which hereby irrevocably directs and authorizes the Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Lender, including JPMorgan Chase Bank and BofAChase, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 and 9.4(d10.4(d) and (g). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 18.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.

Refunding of Swing Line Borrowings. (a) The Swing Line Dollar ---------------------------------- Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower Company (which hereby irrevocably directs and authorizes the Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. US$ Revolving Credit Lender, including JPMorgan Chase Bank and BofAChase, to make a U.S. US$ Revolving Credit Loan (which shall be an ABR a Base Rate Loan) in an amount equal to such U.S. US$ Revolving Credit Lender's U.S. Dollar Funding Commitment US$ Revolving Credit Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is given; provided that the -------- provisions of this subsection Section shall not affect the U.S. BorrowerCompany's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 Sections 2.07 and 9.4(d5.04(c) and (gh). Unless the U.S. US$ Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 Section 2.09 shall apply), each U.S. US$ Revolving Credit Lender will make the proceeds of the U.S. US$ Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 Section 13.02 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. US$ Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the Swing Line Dollar Lender to the U.S. US$ Revolving Credit Lenders pursuant to this subsection 3.4Section 2.08, the General Administrative Agent shall promptly give notice to the U.S. Borrower Company of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.

Refunding of Swing Line Borrowings. (a) The Each Swing Line Dollar Lender, at any time in its sole and absolute discretion may, and, at any time when its Swing Line Loans are outstanding for more than five Business Days, each Swing Line Lender shall, on behalf of the U.S. Borrower (which hereby irrevocably directs and authorizes the such Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Lender, including JPMorgan Chase and Bank and BofAof America, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Swing Line Participation Percentage of the greater of (i) the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is givengiven and (ii) $10,000,000; provided that the provisions of this subsection shall not affect the U.S. Borrower's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (gf). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender Lenders for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon ; any request by proceeds of such U.S. Revolving Credit Loans remaining after repayment of the Refunded Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this subsection 3.4, the General Administrative Agent Loans in full shall promptly give notice be made available to the U.S. Borrower of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to crediting the Swing Line Multicurrency Lender for application to the payment in full account of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such requestat its office specified in subsection 17.2.

Refunding of Swing Line Borrowings. (a) The Swing Line Dollar Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower Company (which hereby irrevocably directs and authorizes the Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Credit Lender, including JPMorgan Chase Bank and BofAChase, to make a U.S. Revolving Credit Loan (which shall be an ABR a Base Rate Loan) in an amount equal to such U.S. Revolving Credit Lender's U.S. Dollar Funding Commitment Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is given; provided that the provisions of this subsection Section shall not affect the U.S. BorrowerCompany's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 Sections 2.08 and 9.4(d6.04(c) and (gj). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 Section 2.10 shall apply), each U.S. Revolving Credit Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 Section 14.02 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the Swing Line Dollar Lender to the U.S. Revolving Credit Lenders pursuant to this subsection 3.4Section 2.09, the General Administrative Agent shall promptly give notice to the U.S. Borrower Company of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.

Refunding of Swing Line Borrowings. (a) The Each Swing Line Dollar Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower (which hereby irrevocably directs and authorizes the each Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Lender, including JPMorgan Chase Bank and BofA, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 and 9.4(d10.4(d) and (g). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 18.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the relevant Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the any Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.

Refunding of Swing Line Borrowings. (a) The Each Swing Line Dollar -------------------------------------------------- Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower Company (which hereby irrevocably directs and authorizes the each Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. US$ Revolving Credit Lender (including such Swing Line Lender in its capacity as a US$ Revolving Credit Lender, including JPMorgan Chase Bank and BofA), to make a U.S. US$ Revolving Credit Loan (which shall be an ABR a Base Rate Loan) in an amount equal to such U.S. US$ Revolving Credit Lender's U.S. Dollar Funding Commitment US$ Revolving Credit Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") owing ------------------------- to such Swing Line Lender and outstanding on the date such notice is given; provided that the provisions of this subsection Section shall not affect the U.S. BorrowerCompany's -------- obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 Sections 2.7 and 9.4(d7.4(c) and (gh). Unless the U.S. US$ Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 Section 2.9 shall apply), each U.S. US$ Revolving Credit Lender will make the proceeds of the U.S. US$ Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 Section 15.2 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. US$ Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the relevant Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the a Swing Line Dollar Lender to the U.S. US$ Revolving Credit Lenders pursuant to this subsection 3.4Section 2.8, the General Administrative Agent shall promptly give notice to the U.S. Borrower Company of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.

Refunding of Swing Line Borrowings. (a) The Swing Line Dollar Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower (which hereby irrevocably directs and authorizes the Swing Line Dollar Lender to act on its behalf), direct the General Administrative Agent to request each U.S. Revolving Lender, including JPMorgan Chase Bank and BofA, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded Swing Line Dollar Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's obligations to repay Swing Line Dollar Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (g). Unless the U.S. Revolving Credit Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds of the U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such U.S. Revolving Credit Loans shall be immediately made available by the General Administrative Agent to the Swing Line Dollar Lender for application to the payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower of such request. (b) The Swing Line Multicurrency Lender, at any time in its sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant Foreign Subsidiary Borrower (each of which hereby irrevocably directs and authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the General Administrative Agent to request each Multicurrency Lender, including JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line Multicurrency Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the U.S. Borrower's and the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h). Unless the Multicurrency Commitments shall have expired or terminated (in which event the procedures of subsection 3.5 shall apply), each Multicurrency Lender will make the proceeds of the Multicurrency Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent at the office of the General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Multicurrency Loans shall be immediately made available by the General Administrative Agent to the Swing Line Multicurrency Lender for application to the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any request by the Swing Line Multicurrency Lender to the Multicurrency Lenders pursuant to this subsection 3.4, the General Administrative Agent shall promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary Borrower of such request.