Common use of Refunding of Swing Line Loans Clause in Contracts

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrower or the Swing Line Agent or Bank may request the Administrative Agent, at any time in its sole and absolute discretion may, and on Banks to make Revolving Loans which may be applied to repay the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to outstanding. Upon occurrence and during continuance of a Borrower shallDefault or Event of Default, the Swing Line Bank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.2:00 p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.7(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.7(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.7(a) and to purchase participating interests pursuant to Section 2.15(a)2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence and continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time in time, at its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.11:00 a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which initially shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of Upon the date any Swing Line Loan hereunder at is made, the request of a Borrower Agent shall be subject deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed without further action by any party hereto, to have purchased from the satisfaction of the applicable conditions precedent thereto set forth Agent, a participation, in Section 4 (unless otherwise waived its Percentage, in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a)Loan. Each Lender Bank will immediately transfer to the Administrative Agent, upon the Agent’s demand, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.8(a) and to purchase participating interests pursuant to Section 2.15(a)2.8(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement or any other Loan Document by the Company or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrower may request the Banks to make Revolving Loans which may be applied to repay the Swing Line Agent Loans outstanding. Upon occurrence and during continuance of a Default or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business DayEvent of Default, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shallBank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.2:00 p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.7(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.7(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.7(a) and to purchase participating interests pursuant to Section 2.15(a)2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Lender or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh tenth day (or if such day is not a Business Day, the next Business Day following the seventh tenth day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent Lender and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent Lender to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh tenth (10th) day (or following the making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Revolving Facility Loan in accordance with procedures specified herein; provided that if such tenth day is not a Business Day, payment shall be due on the next succeeding Business Day following (such date the seventh day) after “Swing Line Loan Expiration Date”). If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the Swing Line Loan Expiration Date, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower hereby irrevocably directs authorize the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Revolving Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Revolving Facility Lender’s Revolving Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.4(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If for any reason any Swing Line Loan hereunder at the request of cannot be refinanced by a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived Revolving Facility Loan in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (ea) of this Section 7 shall have occurred with respect 2.5, the Swing Line Lender irrevocably agrees to such Borrowergrant to each Revolving Facility Lender, and, to induce the Swing Line Lender to make Swing Line Loans hereunder, each Revolving Facility Lender severally, unconditionally and irrevocably agrees that it shall to accept and purchase a participating from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Revolving Facility Lender’s own account and risk on the date such Revolving Facility Loan was to have been made, an undivided participation interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Revolving Facility Commitment Percentage of Revolving Credit such Swing Line Loans which would otherwise that were to have been made by repaid with such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation Revolving Facility Loans (the “Swing Line Participation Amount”), and the proceeds of such participation . Each Revolving Facility Lender shall be distributed by pay to the Administrative Agent for the account of the Swing Line Lender in immediately available funds such Revolving Facility Lender’s Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the Swing Line Lenders Lender in like funds received. (c) If any Revolving Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Swing Line Participation Amount required to be paid pursuant to Section 2.5(b), such amount as will reduce overdue amounts shall bear interest payable by such Revolving Facility Lender at the amount rate per annum applicable to Base Rate Loans hereunder until such overdue amounts are paid in full. (d) Each Revolving Facility Lender’s obligation to make Revolving Facility Loans referred to in Section 2.5(a) and to purchase participation interests pursuant to Section 2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Facility Lender may have against the Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the participating interest retained foregoing. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Facility Lender its Swing Line Participation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower, the Borrowers’ Agent or otherwise, including proceeds of collateral applied thereto by the Swing Line Lenders in their Lender) or any payment of interest on account thereof, the Swing Line Loans Lender shall distribute to such Revolving Facility Lender its Revolving Facility Commitment Percentage of such payments and promptly notify the Administrative Agent in writing thereof; provided, however, that in the event that any such payment received by the Swing Line Lender shall be required to be returned by the Swing Line Lender, such Revolving Facility Lender shall return to the amount Swing Line Lender the portion thereof previously distributed by the Swing Line Lender to it in like funds received and promptly notify the Administrative Agent in writing thereof. The Administrative Agent may conclusively rely on such written notices as evidence of such distribution to the Revolving Credit Loans which extent that such distributions were to have been not made by it pursuant to Section 2.15(a)through the Administrative Agent.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and on the seventh day Banking Day after the borrowing of a Swing Line Loan by a Borrower (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Loan has not been repaid in full) shall, on behalf of such Borrower (and each such Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrower), ) upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City 1:00 p.m. (Boston time, ) on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Committed Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, Borrower in an amount equal to such Lender’s Commitment Bank's Facility Percentage of the amount of such Swing Line Loans of such Borrower Loan (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOAN") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender Bank shall make the amount of such Revolving Committed Credit Loan available to the Administrative Operations Agent at its office set forth in Section 9.2 in immediately available funds, no funds not later than 1:00 P.M., New York City 3:00 p.m. (Boston time, ) on the date of such notice. The proceeds of such Revolving Committed Credit Loans shall be distributed by the Administrative Operations Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).Line

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time and from time to time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Federal Funds Rate Advance), in an amount equal to such Lender’s Commitment Bank's Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any reason, Revolving Loans may not be (as determined by the Agent in its sole discretion), or are not, made pursuant to SECTION 2.7(a) to repay Swing Line Loan hereunder at Loans, then, effective on the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless date such Revolving Loans would otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“"Unrefunded Swing Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(aSECTION 2.7(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation Amount”"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's PRO RATA portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount Swing Line Bank any portion thereof previously distributed to it by the Swing Line Bank. (d) Each Bank's obligation to make the Revolving Loans referred to in SECTION 2.7(a) and to purchase participating interests pursuant to SECTION 2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in ARTICLE VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, a Bank shall not have any obligation to make a Revolving Credit Loans which were to have been made by it Loan pursuant to Section 2.15(a)SECTION 2.7(a) or to purchase a participating interest in a Swing Line Loan pursuant to SECTION 2.7(b) if (A) a Default or an Event of Default shall have occurred and be continuing at the time such Swing Line Loan was made or if any other condition precedent set forth in SECTION 6.2 was not satisfied at the time such Swing Line Loan was made AND (B) such Bank shall have provided written notice to the Swing Line Bank, received by the Swing Line Bank at least one (1) Business Day prior to the date on which such Swing Line Loan was made, that such Default or Event of Default has occurred and is continuing or that such other condition precedent set forth in SECTION 6.2 is not capable of being satisfied, and, as a result thereof, that such Bank will not make Revolving Loans pursuant to SECTION 2.7(a) or purchase participating interests in Swing Line Loans pursuant to SECTION 2.7(b) while such Default or Event of Default is continuing or while such other condition precedent is not capable of being satisfied.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Loan (in the date case of such notice, to repay the a Dollar Swing Line Lenders. Each Lender Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Loan is borrowed, the Borrowers shall make repay all Dollar Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Swing Line Lenders Loans outstanding and immediately (ii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent or the Canadian Agent, as applicable, to repay any Multicurrency Swing Line Lenders to repay Loans outstanding. If the Refunded Administrative Agent or the Canadian Agent, as applicable, shall not have received full repayment in cash of any Swing Line Loans. Effective Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence aboveday, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction on behalf of the applicable conditions precedent thereto set forth Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in Section 4 (unless otherwise waived in accordance with Section 9.1this regard). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, that each Dollar Working Capital Facility Lender severallyor Multicurrency Working Capital Facility Lender, unconditionally and irrevocably agrees that it shall purchase a participating interest in as applicable, including the applicable Swing Line Loans Lender, make a Dollar Working Capital Facility Loan (“Unrefunded Swing Line Loans”which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Working Capital Facility Lender’s Dollar Working Capital Facility Commitment Percentage or Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (if anya “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of Revolving Credit this Section 2.6 shall apply), each Dollar Working Capital Facility Lender or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to each Relevant Swing Line Lender, the ratable portion of the proceeds of its Dollar Working Capital Facility Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such Swing Line Lender available to such Swing Line Lender for the account of such Swing Line Lender at such Swing Line Lender’s Applicable Lending Office for Base Rate Loans which would otherwise or Prime Rate Loans, as applicable, prior to 4:00 p.m. (New York City time) in funds immediately available on the Business Day such request is made. The proceeds of such Dollar Working Capital Facility Loans or Multicurrency Working Capital Facility Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans. (i) If for any reason any Dollar Swing Line Loan cannot be refinanced by a Dollar Working Capital Facility Loan in accordance with paragraph (a) of this Section 2.6, each Dollar Swing Line Lender irrevocably agrees to grant to each Dollar Working Capital Lender, and, to induce each Dollar Swing Line Lender to make Dollar Swing Line Loans hereunder, each Dollar Working Capital Lender irrevocably agrees to accept and purchase from each Dollar Swing Line Lender, on the terms and conditions hereinafter stated, for such Dollar Working Capital Lender’s own account and risk on the date such Dollar Working Capital Facility Loan was to have been made by made, an undivided participation interest in the then-outstanding Dollar Swing Line Loans in an amount equal to its Dollar Working Capital Facility Commitment Percentage of such Lender pursuant Dollar Swing Line Loans that were to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation have been repaid with such Dollar Working Capital Facility Loans (the “Dollar Swing Line Participation Amount”), and the proceeds of such participation . Each Dollar Working Capital Facility Lender shall be distributed by pay to the Administrative Agent for the account of the applicable Dollar Swing Line Lender in immediately available funds such Dollar Working Capital Lender’s Dollar Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Dollar Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the like funds received. (ii) If for any reason any Multicurrency Swing Line Lenders Loan cannot be refinanced by a Multicurrency Working Capital Facility Loan in their accordance with paragraph (a) of this Section 2.6, each Multicurrency Swing Line Lender irrevocably agrees to grant to each Multicurrency Working Capital Lender, and, to induce each Multicurrency Swing Line Lender to make Multicurrency Swing Line Loans hereunder, each Multicurrency Working Capital Lender irrevocably agrees to accept and purchase from each Multicurrency Swing Line Lender, on the terms and conditions hereinafter stated, for such Multicurrency Working Capital Lender’s own account and risk on the date such Multicurrency Working Capital Facility Loan was to have been made, an undivided participation interest in the then-outstanding Multicurrency Swing Line Loans in an amount equal to its Multicurrency Working Capital Facility Commitment Percentage of the Revolving Credit such Multicurrency Swing Line Loans which that were to have been made by it repaid with such Multicurrency Working Capital Facility Loans (the “Multicurrency Swing Line Participation Amount”). Each Multicurrency Working Capital Facility Lender shall pay to the Administrative Agent (in the case of amounts denominated in United States Dollars) or the Canadian Agent (in the case of amounts denominated in Canadian Dollars) for the account of the applicable Multicurrency Swing Line Lender in immediately available funds such Multicurrency Working Capital Lender’s Multicurrency Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent or the Canadian Agent, as applicable, shall promptly distribute such funds to the applicable Multicurrency Swing Line Lender in like funds received. (i) If any Dollar Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Dollar Swing Line Participation Amount required to be paid pursuant to Section 2.15(a2.6(b)(i), such overdue amounts shall bear interest payable by such Dollar Working Capital Facility Lender at the rate per annum applicable to Base Rate Loans under the Dollar Working Capital Facility until such overdue amounts are paid in full. (ii) If any Multicurrency Working Capital Facility Lender failed to timely pay to the Administrative Agent or the Canadian Agent, as applicable, all or a portion of its Multicurrency Swing Line Participation Amount required to be paid pursuant to Section 2.6(b)(ii), such overdue amounts shall bear interest payable by such Multicurrency Working Capital Facility Lender at the rate per annum applicable to Base Rate Loans (in the case of Multicurrency Swing Line Loans denominated in United States Dollars) or Prime Rate Loans (in the case of Multicurrency Swing Line Loans denominated in Canadian Dollars) under the Multicurrency Working Capital Facility until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Dollar Working Capital Facility Loans or Multicurrency Working Capital Facility Loans, as applicable, referred to in Section 2.6(a) and to purchase participation interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against any Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) Whenever, at any time after any Swing Line Lender has received from any Working Capital Facility Lender its Dollar Swing Line Participation Amount or Multicurrency Swing Line Participation Amount, as applicable, such Swing Line Lender receives any payment on account thereof (whether directly from any Borrower or otherwise, including proceeds of collateral applied thereto by such Swing Line Lender) or any payment of interest on account thereof, such Swing Line Lender shall distribute to such Working Capital Facility Lender its Dollar Working Capital Facility Commitment Percentage or Multicurrency Working Capital Facility Commitment Percentage, as applicable, of such payments; provided, however, that in the event that any such payment received by such Swing Line Lender shall be required to be returned by such Swing Line Lender, such Working Capital Facility Lender shall return to such Swing Line Lender the portion thereof previously distributed by such Swing Line Lender to it in like funds received.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date date of such borrowing with respect to any Swing Line Loans to a the Borrower shall, on behalf of such the Borrower (and each the Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such the Borrower, at the rate applicable to the Swing Line Loans of such Borrowerset forth in SECTION 3.2 hereof, in an the pro rata amount determined pursuant to SECTION 4.2. hereof equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such the Borrower (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative administrative Agent at its office set forth in Section 9.2 SECTION 11.2 hereof in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day date such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 SECTION 6 hereof (unless otherwise waived in accordance with Section 9.1SECTION 11.4 hereof). (c) If prior to the making of a Revolving Credit Loan to a the Borrower pursuant to Section 2.15(aSECTION 2.14(A) hereof one of the events described in paragraph (eSECTIONS 9(F) of Section 7 or 9(G) hereof shall have occurred with respect to such the Borrower, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”"UNREFUNDED SWING LINE LOANS") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a)SECTION 2.14(A) hereof. Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”"SWING LINE PARTICIPATION AMOUNT"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(aSECTION 2.14(A) hereof. (d) Whenever, at any time after the Swing Line Lender has received from any Bank such Lender's Swing Line Participation amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rate portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that in the event that such payment received by die Swing Line Lender is required to be returned, such Bank will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Bank's obligation to make the Loans referred to in SECTION 2.14(A) hereof and to purchase participating interests pursuant to SECTION 2.14(C) hereof shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in SECTION 6 hereof, (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any Note by the Borrower or the Bank, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time and from time to time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Federal Funds Rate Advance), in an amount equal to such Lender’s Commitment Bank's Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.7(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“"Unrefunded Swing Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.7(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation Amount”"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Swing Line Bank. (d) Each Bank's obligation to make the Revolving Credit Loans which were referred to have been made by it in Section 2.7(a) and to purchase participating interests pursuant to Section 2.15(a)2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, a Bank shall not have any obligation to make a Revolving Loan pursuant to Section 2.7(a) or to purchase a participating interest in a Swing Line Loan pursuant to Section 2.7(b) if (A) a Default or an Event of Default shall have occurred and be continuing at the time such Swing Line Loan was made or if any other condition precedent set forth in Section 6.2 was not satisfied at the time such Swing Line Loan was made and (B) such Bank shall have provided written notice to the Swing Line Bank, received by the Swing Line Bank at least one (1) Business Day prior to the date on which such Swing Line Loan was made, that such Default or Event of Default has occurred and is continuing or that such other condition precedent set forth in Section 6.2 is not capable of being satisfied, and, as a result thereof, that such Bank will not make Revolving Loans pursuant to Section 2.7(a) or purchase participating interests in Swing Line Loans pursuant to Section 2.7(b) while such Default or Event of Default is continuing or while such other condition precedent is not capable of being satisfied.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date date of such borrowing with respect to any Swing Line Loans to a the Borrower shall, on behalf of such the Borrower (and each the Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such the Borrower, at the rate applicable to the Swing Line Loans of such Borrowerset forth in Section 3.2 hereof, in an the pro rata amount determined pursuant to Section 4.2. hereof equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such the Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative administrative Agent at its office set forth in Section 9.2 11.2 hereof in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day date such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 6 hereof (unless otherwise waived in accordance with Section 9.111.4 hereof). (c) If prior to the making of a Revolving Credit Loan to a the Borrower pursuant to Section 2.15(a2.14(a) hereof one of the events described in paragraph (eSections 9(f) of Section 7 or 9(g) hereof shall have occurred with respect to such the Borrower, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“"Unrefunded Swing Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a)2.14(a) hereof. Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation Amount”"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a2.14(a) hereof. (d) Whenever, at any time after the Swing Line Lender has received from any Bank such Lender's Swing Line Participation amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Bank will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Bank's obligation to make the Loans referred to in Section 2.14(a) hereof and to purchase participating interests pursuant to Section 2.14(c) hereof shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 6 hereof, (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any Note by the Borrower or the Bank, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or If the Administrative Agent, at any time Agent shall not have received full repayment in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to cash of any Swing Line Loans to a Borrower shall, on behalf of such Borrower Loan at or before 11:00 a.m. (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 2:00 p.m. (New York City time), on the relevant refunding datesuch day, request each on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to make, and, subject to Section 2.2(bact on its behalf), that each Lender hereby agrees to makeApproving Swing Line Lender, including the Swing Line Lender, make a Revolving Credit Loan to such Borrower, at (which initially shall be a Cost of Funds Loan with an Interest Period ending the rate applicable to the Swing Line Loans of such Borrower, next Business Day) in an amount equal to such Lender’s Commitment 's Stated Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the “a "Refunded Swing Line Loans”Loan"). In accordance with Section 2.5(d), unless any of the events described in Section 9(f) outstanding on shall have occurred (in which event the date procedures of such noticeclause (b) of this Section 2.5 shall apply), each Approving Swing Line Lender (other than ING) shall make the proceeds of its Revolving Credit Loan available to repay the Swing Line Lenders. Each Lender for the account of the Swing Line Lender at the Swing Line Lender's Applicable Lending Office for Cost of Funds Loans prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made, provided, that, with respect to ING, the Administrative Agent will advance ING's portion of such Revolving Credit Loan on the Business Day next succeeding the date such request is made and, in accordance with Section 2.5(d), ING shall make be irrevocably obligated, regardless of whether it has affirmatively agreed to fund its Stated Percentage of the related Revolving Credit Loan, to pay to the Administrative Agent the amount of such Revolving Credit Loan available to advanced by the Administrative Agent on ING's behalf, plus interest (at its the rate specified in the Fronting Fee Letter) at the Administrative Agent's office set forth specified in Section 9.2 in immediately available funds, no later than 1:00 P.M., 11.2 prior to 3:00 p.m. (New York City time, ) on the date of that is one (1) Business Day after such noticeBusiness Day. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a any Revolving Credit Loan to a Borrower pursuant to paragraph (a) of this Section 2.15(a) 2.5 one of the events described in paragraph (eSection 9(f) of Section 7 shall have occurred with respect to such Borroweroccurred, each Approving Swing Line Lender severallyshall, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a an undivided participating interest in the applicable then outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) Loan in an amount equal to the amount (if any) its Stated Percentage of such Swing Line Loans that were to have been repaid with such Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a(the "Swing Line Participation Amount"). Each Approving Swing Line Lender will immediately shall promptly transfer to the Administrative AgentSwing Line Lender, in immediately available funds, the amount of its Swing Line Participation Amount and upon receipt thereof the Swing Line Lender shall deliver to such Lender a Swing Line Loan participation certificate, in a form specified by the Swing Line Lender, dated the date of receipt of the Swing Line Participation Amount and in such amount. (c) Whenever, at any time after the “Swing Line Lender has received from any Approving Swing Line Lender such Lender's Swing Line Participation Amount”), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender shall distribute to such Lender its Swing Line Participation 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, and in the proceeds case of principal and interest payments, to reflect such Lender's pro rata portion of such participation shall be distributed payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due) in like funds as received; provided, however, that in the event that such payment received by the Administrative Agent Swing Line Lender is required to be returned, such Lender shall return to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained Lender any portion thereof previously distributed by the Swing Line Lenders Lender to it in their like funds as such payment is required to be returned by the Swing Line Loans Lender. (d) Each Approving Swing Line Lender's obligation to the amount of the make Revolving Credit Loans which were referred to have been made by it in Section 2.5(a) and to purchase participating interests pursuant to Section 2.15(a)2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any failure to satisfy any condition precedent to extensions of credit set forth in Section 6.2, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the The Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan (or, if earlier, the Borrowing Date Working Capital Facility Maturity Date), including by arranging to refinance such Swing Line Loan with respect to a Working Capital Facility Loan in accordance with procedures specified herein. If the Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such the Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.6 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 4:00 p.m. (New York City time, ) in funds immediately available on the date of Business Day such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If for any reason any Swing Line Loan hereunder at the request of cannot be refinanced by a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived Working Capital Facility Loan in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (ea) of this Section 7 shall have occurred with respect 2.6, the Swing Line Lender irrevocably agrees to such Borrowergrant to each Working Capital Lender, and, to induce the Swing Line Lender to make Swing Line Loans hereunder, each Working Capital Lender severally, unconditionally and irrevocably agrees that it shall to accept and purchase a participating from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Working Capital Lender’s own account and risk on the date such Working Capital Facility Loan was to have been made, an undivided participation interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Working Capital Facility Commitment Percentage of Revolving Credit such Swing Line Loans which would otherwise that were to have been made by repaid with such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation Working Capital Facility Loans (the “Swing Line Participation Amount”), and the proceeds of such participation . Each Working Capital Facility Lender shall be distributed by pay to the Administrative Agent for the account of the Swing Line Lender in immediately available funds such Working Capital Lender’s Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the Swing Line Lenders Lender in like funds received. (c) If any Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Swing Line Participation Amount required to be paid pursuant to Section 2.6(b), such amount as will reduce overdue amounts shall bear interest payable by such Working Capital Facility Lender at the amount rate per annum applicable to Base Rate Loans under the Working Capital Facility until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Working Capital Facility Loans referred to in Section 2.6(a) and to purchase participation interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against the Swing Line Lender, the Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the participating interest retained foregoing. (e) Whenever, at any time after the Swing Line Lender has received from any Working Capital Facility Lender its Swing Line Participation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Swing Line Lenders in their Lender) or any payment of interest on account thereof, the Swing Line Loans Lender shall distribute to such Working Capital Facility Lender its Working Capital Facility Commitment Percentage of such payments; provided, however, that in the event that any such payment received by the Swing Line Lender shall be required to be returned by the Swing Line Lender, such Working Capital Facility Lender shall return to the amount of Swing Line Lender the Revolving Credit Loans which were portion thereof previously distributed by the Swing Line Lender to have been made by it pursuant to Section 2.15(a)in like funds received.

Refunding of Swing Line Loans. (a) Either the The Applicable Swing Line Agent or the Administrative AgentLender may, at any time in its sole and absolute discretion maydiscretion, and on the seventh day behalf of (or if such day is not a Business Dayi) US Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans Loan made to a US Borrower, (ii) UK Borrower shallwith respect to any Swing Line Loan made to UK Borrower or Safeline Limited (or if UK Borrower is not able to borrow under the Revolving Facility, on behalf of such US Borrower), or (iii) CH Borrower, with respect to any Swing Line Borrower other than US Borrower, UK Borrower and Safeline Limited (and each such Applicable Borrower hereby irrevocably directs the Applicable Swing Line Agent and Administrative Agent Lender to so act on its behalf and behalf), request each Revolving Facility Lender to make a Revolving Loan to the Applicable Borrower (x) with respect to such Borrower)Credit Suisse First Boston, upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in CHF in an amount equal to such Revolving Facility Lender’s Commitment Percentage 's Pro Rata Share of the CHF Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) Lender outstanding on the date such notice is given, and (y) with respect to each other Swing Line Lender other than Credit Suisse First Boston, in the Applicable Currency of such notice, to repay the Swing Line LendersLoans made by such Swing Line Lender (or, with respect to Scotiabank, as identified and made by it) in an amount equal to such Revolving Facility Lender's Pro Rata Share of the Subsidiary Currency Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Lender outstanding on the date such notice is given. Each Unless any of the events described in subsection 9.1(f) or (g) shall have occurred (in which event the procedures of Section 2.19 shall apply), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied or the aggregate amount of such Revolving Loans is not in the minimum or integral amount otherwise required hereunder, each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Loan available to (x) with respect to US Borrower and UK Borrower, the Administrative Agent for the account of Scotiabank at its the office set forth of the Administrative Agent in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York prior to 11:00 a.m. (New York City timetime with respect to any refunding of a Swing Line Loan made in U.S. Dollars or London, England time with respect to any other Swing Line Loan) in Same Day Funds on the Business Day next succeeding the date such notice is given, and (y) with respect to CH Borrower, the Applicable Swing Line Lender for the account of such noticeApplicable Swing Line Lender at the office of such Applicable Swing Line Lender prior to 11:00 a.m. (local time) in Same Day funds on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the outstanding Swing Line Loans so paid shall no longer be outstanding as of the Applicable Swing Line LoansLender. Notwithstanding any provision hereof All Revolving Loans made pursuant to this Section 2.18 shall be LIBOR Rate Loans with an Interest Period of one month (but, subject to the contraryother provisions of this Agreement, if prior may be continued as LIBOR Rate Loans with a different Interest Period). No Revolving Facility Lender need make any Loan under this Section 2.18 (x) with respect to the seventh day Credit Suisse First Boston, other than in CHF and (or if such day is not a Business Day, the next Business Day following such seventh dayy) after the Borrowing Date with respect to any other Swing Line LoanLender, unless the Swing Line Loan has been made in accordance with subsection 2.16(b). Notwithstanding any other provision of this Agreement, if any Swing Line Lender lending such shall have made Swing Line Loan requests Loans to or Issued Letters of Credit for the refunding account of a Subsidiary Swing Line Borrower such that the sum of the amount of Swing Line Loans made and outstanding to such Subsidiary Swing Line Borrower, plus the Subsidiary L/C Effective Amount of Subsidiary L/C Obligations of such Subsidiary Swing Line Loan as described Borrower is in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction excess of the applicable conditions precedent thereto set forth Subsidiary Swing Line Borrower Sublimit of such Subsidiary Swing Line Borrower (or, with respect to M-T GmbH, in Section 4 (unless otherwise waived in accordance with Section 9.1excess of the CHF Equivalent of the Subsidiary Swing Line Borrower Sublimit of M-T GmbH). (c) If prior , no Lender shall have any obligation to the making of make a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)excess.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Working Capital Facility Loan in accordance with procedures specified herein. If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.4(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If for any reason any Swing Line Loan hereunder at the request of cannot be refinanced by a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived Working Capital Loan in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (ea) of this Section 7 shall have occurred with respect 2.5, the Swing Line Lender irrevocably agrees to such Borrowergrant to each Working Capital Facility Lender, and, to induce the Swing Line Lender to make Swing Line Loans hereunder, each Working Capital Facility Lender severally, unconditionally and irrevocably agrees that it shall to accept and purchase a participating from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Working Capital Facility Lender’s own account and risk on the date such Working Capital Facility Loan was to have been made, an undivided participation interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Working Capital Facility Commitment Percentage of Revolving Credit such Swing Line Loans which would otherwise that were to have been made by repaid with such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation Working Capital Facility Loans (the “Swing Line Participation Amount”), and the proceeds of such participation . Each Working Capital Facility Lender shall be distributed by pay to the Administrative Agent for the account of the Swing Line Lender in immediately available funds such Working Capital Facility Lenders’ Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the Swing Line Lenders Lender in like funds received. (c) If any Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Swing Line Participation Amount required to be paid pursuant to Section 2.5(b), such amount as will reduce overdue amounts shall bear interest payable by such Working Capital Facility Lender at the amount rate per annum applicable to Base Rate Loans hereunder until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Working Capital Facility Loans referred to in Section 2.5(a) and to purchase participation interests pursuant to Section 2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against the Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the participating interest retained foregoing. (e) Whenever, at any time after the Swing Line Lender has received from any Working Capital Facility Lender its Swing Line Participation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower, the Borrowers’ Agent or otherwise, including proceeds of collateral applied thereto by the Swing Line Lenders in their Lender) or any payment of interest on account thereof, the Swing Line Loans Lender shall distribute to such Working Capital Facility Lender its Working Capital Facility Commitment Percentage of such payments and promptly notify the Administrative Agent in writing thereof; provided, however, that in the event that any such payment received by the Swing Line Lender shall be required to be returned by the Swing Line Lender, such Working Capital Facility Lender shall return to the amount Swing Line Lender the portion thereof previously distributed by the Swing Line Lender to it in like funds received and promptly notify the Administrative Agent in writing thereof. The Administrative Agent may conclusively rely on such written notices as evidence of such distribution to the Revolving Credit Loans which extent that such distributions were to have been not made by it pursuant to Section 2.15(a)through the Administrative Agent.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or As often as the Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and deems appropriate, but in no event later than 11:00 A.M. (New York City time) on the seventh day each Wednesday (or the next Business Day if such day Wednesday is not a Business Day) (each a “Settlement Date”), the next Business Day following Swing Line Lender shall require (and the seventh dayRevolving Lenders and the Borrower agree that the Swing Line Lender shall have the right to so require) after that the Borrowing Date with respect to any then outstanding Swing Line Loans be refinanced as a Revolving Loan. Such Revolving Loan shall be a Base Rate Loan unless otherwise requested by and available to a the Borrower shallhereunder. Upon receipt of such notice by the Borrower and the Revolving Lenders, the Borrower shall be deemed, on behalf such day, to have requested a Revolving Loan in the principal amount of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Loan in accordance with Section 2.1(b). Such Revolving Loan shall be evidenced by the Notes (or, if a Revolving Lender has not requested a Note, by the records of the Administrative Agent and Administrative Agent to so act on its behalf and with respect to such BorrowerRevolving Lender), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby . Each Revolving Xxxxxx agrees to make, make a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, subject to repay the Swing Line Lendersno conditions precedent whatsoever. Each Revolving Lender shall make the amount of acknowledges and agrees that such Revolving Credit Lender’s obligation to make a Revolving Loan available pursuant to the Administrative Agent at its office set forth in subsection (a) of this Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed when required by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. this subsection (b) The making of is absolute and unconditional and shall not be affected by any Swing Line Loan hereunder at circumstance whatsoever, including the request occurrence and continuance of a Borrower shall be subject to the satisfaction Default or Event of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such BorrowerDefault, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer its payment to the Administrative Agent, in immediately available funds, for the amount account of its participation (the “Swing Line Participation Amount”)Lender, and of the proceeds of such participation Revolving Loan shall be distributed by made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. The Borrower irrevocably authorizes and instructs the Administrative Agent to apply the proceeds of any borrowing pursuant to this subsection (b) to repay in full such Swing Line Lenders in Loan. Each Revolving Lender is hereby authorized to record on its records relating to its Note (or, if such amount as will reduce the amount Revolving Lender has not requested a Note, its records relating to Revolving Loans) such Revolving Lender’s pro rata share of the participating interest retained by the amounts paid to refund such Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Loan.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at ----------------------------- any time in its sole and absolute discretion maydiscretion, and on may (or, upon the seventh day (or if such day is not a Business Day, request of the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Lender, shall), on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect behalf) request that each Revolving Credit Lender make a Revolving Credit Loan in an amount equal to such BorrowerRevolving Credit Lender's Commitment Percentage of the then outstanding principal amount of Swing Line Loans (the "Refunded Swing Line Loans") on the ------------------------- date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 6.2), upon notice given by . In the event that the Swing Line Agent Lender makes its request for refunding of the Swing Line Loans, each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available in immediately available funds to the Administrative Agent, or by for the benefit of the Swing Line Lender, at the office of the Administrative AgentAgent specified in subsection 18.2 prior to 11:00 A.M., no later than New York City time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., New York City time, on the relevant refunding any date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at then the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount proceeds of such Revolving Credit Loan Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City time, on the date of such notice. The proceeds request); provided that in the event that any of the events described in -------- subsection 16.1(a) or (b) shall have occurred and be continuing, the Revolving Credit Lenders shall not make such Revolving Credit Loans and the provisions of subsection 8.3(b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) subsection 8.3(a), one of the events described in paragraph subsection 16.1(a) or (eb) of Section 7 shall have occurred with respect to such Borrowerand be continuing, each Revolving Credit Lender severallywill, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a from the Swing Line Lender an undivided participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) Loan to be refunded in an amount equal to the amount (if any) of its Revolving Credit Loans which would otherwise have been made by Commitment Percentage of such Lender pursuant Swing Line Loan to Section 2.15(a)be refunded. Each Revolving Credit Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation participation. (c) Whenever, at any time after the “Swing Line Participation Amount”Lender has received from any Revolving Credit Lender such Lender's participating interest in a Swing Line Loan to be refunded pursuant to subsection 8.3(b), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will pay to the Administrative Agent for distribution to such Revolving Credit 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) in like funds as received; provided that in the proceeds of event that such participation shall payment received by the Swing Line Lender -------- is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender through the Administrative Agent to the Swing Line Lenders it in like funds as such amount as will reduce the amount of the participating interest retained payment is required to be returned by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Lender.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date date of such borrowing with respect to any Swing Line Loans to a the Borrower shall, on behalf of such the Borrower (and each the Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such the Borrower, at the rate applicable to the Swing Line Loans of such Borrowerset forth in SECTION 3.2 hereof, in an the pro rata amount determined pursuant to SECTION 4.2. hereof equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such the Borrower (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative administrative Agent at its office set forth in Section 9.2 SECTION 11.2 hereof in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit A/72335952.4 13 Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day date such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 SECTION 6 hereof (unless otherwise waived in accordance with Section 9.1SECTION 11.4 hereof). (c) If prior to the making of a Revolving Credit Loan to a the Borrower pursuant to Section 2.15(aSECTION 2.14(A) hereof one of the events described in paragraph (eSECTIONS 9(F) of Section 7 or 9(G) hereof shall have occurred with respect to such the Borrower, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”"UNREFUNDED SWING LINE LOANS") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a)SECTION 2.14(A) hereof. Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”"SWING LINE PARTICIPATION AMOUNT"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Lender (as a Bank) in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(aSECTION 2.14(A) hereof. (d) Whenever, at any time after the Swing Line Lender has received from any Bank such Lender's Swing Line Participation amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rate portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Bank will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Bank's obligation to make the Loans referred to in SECTION 2.14(A) hereof and to purchase participating interests pursuant to SECTION 2.14(C) hereof shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other tight which such Bank may have against the Swing Line Lender or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in SECTION 6 hereof, (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any Note by the Borrower or the Bank, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and on may (or, upon the seventh day (or if such day is not a Business Day, request of the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Lender, shall), on behalf of such the Primary Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect behalf) request that each Revolving Credit Lender make a Revolving Credit Loan in an amount equal to such BorrowerRevolving Credit Lender's Commitment Percentage of the then outstanding principal amount of Swing Line Loans (the "Refunded Swing Line Loans") on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 6.2), upon notice given by . In the event that the Swing Line Agent Lender makes its request for refunding of the Swing Line Loans, each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available in immediately available funds to the Administrative Agent, or by for the Administrative Agentbenefit of the Swing Line Lender, no later than at the applicable Funding Office prior to 11:00 A.M., New York City time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., New York City time, on the relevant refunding any date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at then the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount proceeds of such Revolving Credit Loan Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City time, on the date of such notice. The proceeds request); provided that in the event that any of the events described in subsection 15.1(a) or (b) shall have occurred and be continuing, the Revolving Credit Lenders shall not make such Revolving Credit Loans and the provisions of subsection 8.3(b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) subsection 8.3(a), one of the events described in paragraph subsection 15.1(a) or (eb) of Section 7 shall have occurred with respect to such Borrowerand be continuing, each Revolving Credit Lender severallywill, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a from the Swing Line Lender an undivided participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) Loan to be refunded in an amount equal to the amount (if any) of its Revolving Credit Loans which would otherwise have been made by Commitment Percentage of such Lender pursuant Swing Line Loan to Section 2.15(a)be refunded. Each Revolving Credit Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation participation. (c) Whenever, at any time after the “Swing Line Participation Amount”Lender has received from any Revolving Credit Lender such Lender's participating interest in a Swing Line Loan to be refunded pursuant to subsection 8.3(b), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will pay to the Administrative Agent for distribution to such Revolving Credit 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) in like funds as received; provided that in the proceeds of event that such participation shall payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender through the Administrative Agent to the Swing Line Lenders it in like funds as such amount as will reduce the amount of the participating interest retained payment is required to be returned by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Lender.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time in time, at its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.11:00 a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which initially shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of Upon the date any Swing Line Loan hereunder at is made, the request of a Borrower Agent shall be subject deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed without further action by any party hereto, to have purchased from the satisfaction of the applicable conditions precedent thereto set forth Agent, a participation, in Section 4 (unless otherwise waived its Percentage, in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a)Loan. Each Lender Bank will immediately transfer to the Administrative Agent, upon the Agent’s demand, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.8(a) and to purchase participating interests pursuant to Section 2.15(a).2.8(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time in time, at its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.11:00 a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which initially shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of Upon the date any Swing Line Loan hereunder at is made, the request of a Borrower Agent shall be subject deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed without further action by any party hereto, to have purchased from the satisfaction of the applicable conditions precedent thereto set forth Agent, a participation, in Section 4 (unless otherwise waived its Percentage, in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a)Loan. Each Lender Bank will immediately transfer to the Administrative Agent, upon the Agent’s demand, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans to Loans. (c) Whenever, at any time after the amount Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Revolving Credit Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.8(a) and to purchase participating interests pursuant to Section 2.15(a)2.8(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement or any other Loan Document by the Company or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Working Capital Facility Loan in accordance with procedures specified herein. If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.4(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If for any reason any Swing Line Loan hereunder at the request of cannot be refinanced by a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived Working Capital Loan in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (ea) of this Section 7 shall have occurred with respect 2.5, the Swing Line Lender irrevocably agrees to such Borrowergrant to each Working Capital Facility Lender, and, to induce the Swing Line Lender to make Swing Line Loans hereunder, each Working Capital Facility Lender severally, unconditionally and irrevocably agrees that it shall to accept and purchase a participating from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Working Capital Facility Lender’s own account and risk on the date such Working Capital Facility Loan was to have been made, an undivided participation interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Working Capital Facility Commitment Percentage of Revolving Credit such Swing Line Loans which would otherwise that were to have been made by repaid with such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation Working Capital Facility Loans (the “Swing Line Participation Amount”), and the proceeds of such participation . Each Working Capital Facility Lender shall be distributed by pay to the Administrative Agent for the account of the Swing Line Lender in immediately available funds such Working Capital Facility Lenders’ Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the Swing Line Lenders Lender in like funds received. (c) If any Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Swing Line Participation Amount required to be paid pursuant to Section 2.5(b), such amount as will reduce overdue amounts shall bear interest payable by such Working Capital Facility Lender at the amount rate per annum applicable to Base Rate Loans hereunder until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Working Capital Facility Loans referred to in Section 2.5(a) and to purchase participation interests pursuant to Section 2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against the Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the participating interest retained foregoing. (e) Whenever, at any time after the Swing Line Lender has received from any Working Capital Facility Lender its Swing Line Participation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower, the Borrowers’ Agent or otherwise, including proceeds of collateral applied thereto by the Swing Line Lenders in their Lender) or any payment of interest on account thereof, the Swing Line Loans Lender shall distribute to such Working Capital Facility Lender its Working Capital Facility Commitment Percentage of such payments and promptly notify the Administrative Agent thereof; provided, however, that in the event that any such payment received by the Swing Line Lender shall be required to be returned by the Swing Line Lender, such Working Capital Facility Lender shall return to the amount of Swing Line Lender the Revolving Credit Loans which were portion thereof previously distributed by the Swing Line Lender to have been made by it pursuant to Section 2.15(a)in like funds received and promptly notify the Administrative Agent thereof.

Refunding of Swing Line Loans. Notwithstanding anything herein to the contrary and in addition to the rights of the Lenders pursuant to Section 3.1(f): (aA) Either Unless any of the events described in Section 10.1(e) or (f) have occurred (in which event the procedures of Section 2.1(b)(iv) shall apply), any Swing Line Agent or the Administrative AgentLender may, solely in respect of Standard Currency Swing Line Loans, at any time in its sole and absolute discretion maydiscretion, and on behalf of the seventh day (or if such day is not a Business Dayapplicable Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Standard Currency Swing Line Loans to a Borrower shall, on behalf of such Borrower Loan (and each Borrower hereby irrevocably directs the any Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by written notice, require each Multicurrency Revolving Lender to make a Multicurrency Revolving Loan in the Applicable Currency in which such Swing Line Agent to the Administrative AgentLoan was made, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request in each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrowercase, in an amount equal to such Multicurrency Revolving Lender’s Commitment Percentage Multicurrency Revolver Pro Rata Share of the principal amount of the Standard Currency Swing Line Loans owed to such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth as specified in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the outstanding Standard Currency Swing Line Loans so paid shall no longer be outstanding as of the applicable Swing Line Loans. Notwithstanding Lender. (B) At any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) time after the Borrowing Date occurrence and during the continuance of an Event of Default (other than an Event of Default under Section 10.1(e) or (f)), any Swing Line Lender may, in its sole and absolute discretion, on behalf of the applicable Borrower, with respect to any Swing Line Loan, Loan (and each Borrower hereby irrevocably directs any Swing Line Lender lending to act on its behalf), by written notice, require each Multicurrency Revolving Lender to make a Base Rate Loan to the applicable Borrower, in each case, in an amount equal to such Muticurrency Revolving Lender’s Multicurrency Revolver Pro Rata Share of the Dollar Equivalent of the principal amount of the Swing Line Loans owed to such Swing Line Loan requests the refunding of Lender as specified in such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described abovenotice. (bC) The making of Unless any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable events described in Section 10.1(e) or (f) shall have occurred (in which event the procedures of Section 2.1(b)(iv) shall apply), and regardless of whether the conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior this Agreement to the making of a Multicurrency Revolving Credit Loan are then satisfied or the aggregate amount of such Multicurrency Revolving Loans is not in the minimum or integral amount otherwise required hereunder, each Multicurrency Revolving Lender shall make the proceeds of its Multicurrency Revolving Loan available to the Administrative Agent for the account of such Swing Line Lender at the Administrative Agent’s Payment Office in Same Day Funds and in the requested currency by 10:00 a.m. (Local Time), in each case on the Business Day next succeeding the date such notice is given unless, in the case of Swing Line Loans denominated in a Borrower pursuant currency other than Dollars, the Multicurrency Revolving Lender gives notice to Section 2.15(a) one the Administrative Agent on the day such notice is given that it is unable to fund Eurocurrency Loans in the Applicable Currency at a reasonable cost to it, in which case such Lender shall make its Multicurrency Revolver Pro Rata Share of the events described Swing Line Loan as a Base Rate Loan in paragraph Dollars in the Dollar Equivalent amount of the amount it would otherwise have made in the Applicable Currency. The proceeds of such Multicurrency Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans of the applicable Swing Line Lender. (eD) At any time after the occurrence and during the continuance of an Event of Default (other than an Event of Default under Section 7 10.1(e) or (f)),upon the written request of any Swing Line Lender to the Administrative Agent and the Borrowers all or any part of any outstanding Swing Line Loans made by such Swing Line Lender and denominated in a currency other than Dollars shall have occurred be redenominated and converted into Base Rate Loans (and shall thereafter bear interest at a rate equal to the Base Rate plus the Applicable Base Rate Margin) effective upon the same Business Day as the applicable Swing Line Lender makes such request and with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders specified in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)notice.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any ----------------------------- time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, to request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to ------------------------- repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“"Unrefunded Swing ---------------- Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which ---------- would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation ------------------------ Amount”"), and the proceeds of such participation shall be distributed by the ------ Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the respective participating interest retained by the Swing Line Lenders Lender in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a). (d) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Loans, such Swing Line Lender will distribute to such Lender its Swing Line Participation 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 and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to -------- pay the principal of and interest on all Swing Line Loans then due); provided, -------- however, that in the event that such payment received by such Swing Line Lender ------- is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (e) Each Lender's obligation to make the Loans referred to in Section 2.15(a) and to purchase participating interests pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and may (or, upon the request of the Swing Line Lender, shall) on behalf of the seventh day relevant Borrower (or if which hereby irrevocably directs the Administrative Agent to act on its behalf) request that each Lender make a Revolving Credit Loan in an amount equal to such day is not a Business Day, Lender's Commitment Percentage of the next Business Day following the seventh day) after the Borrowing Date with respect to any then outstanding principal amount of Swing Line Loans to (the "Refunded Swing Line Loans") owing by such Borrower on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 2.5); provided that, at any time as there shall be a Swing Line Loan of any Borrower outstanding for more than seven Business Days, the Administrative Agent shall, on the eighth Business Day after the making of such Swing Line Loan, request (on behalf of such Borrower (and each Borrower Borrower, which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect behalf) that each Lender make a Revolving Credit Loan to such BorrowerBorrower in an amount equal to such Lender's Commitment Percentage of the principal amount of such outstanding Swing Line Loan (regardless of whether Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 2.5), upon notice given by . In the event that the Swing Line Agent Lender makes its request for refunding of the Swing Line Loans, each Lender shall make the proceeds of its Revolving Credit Loan available in immediately available funds to the Administrative Agent, or by for the benefit of the Swing Line Lender, at the Administrative Agent's Account prior to 11:00 A.M., no later than New York City time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., New York City time, on the relevant refunding any date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at then the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount proceeds of such Revolving Credit Loan Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City time, on the date of such notice. The proceeds request); provided, however, that in the event that any of the events described in Section -45- 12(g) (i) or (ii) shall have occurred and be continuing, the Lenders shall not make such Revolving Credit Loans and the provisions of subsection 5.4(b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) subsection 5.4(a), one of the events described in paragraph Section 12(g) (ei) of Section 7 or (ii) shall have occurred with respect to such Borrowerand be continuing, each Lender severallywill, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a from the Swing Line Lender an undivided participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) Loan to be refunded in an amount equal to the amount (if any) its Commitment Percentage of Revolving Credit Loans which would otherwise have been made by such Lender pursuant Swing Line Loan to Section 2.15(a)be refunded. Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation participation. (c) Whenever, at any time after the “Swing Line Participation Amount”Lender has received from any Lender such Lender's participating interest in a Swing Line Loan to be refunded pursuant to subsection 5.4(a), the Swing Line Lender receives any payment on account thereof, the Swing Line 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) in like funds as received; provided, however, that in the proceeds of event that such participation shall be distributed payment received by the Administrative Agent Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained Lender any portion thereof previously distributed by the Swing Line Lenders Lender to it in their like funds as such payment is required to be returned by the Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Lender.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Loans are only intended to be outstanding for a period of five (5) Business Days or less after the Administrative Agentmaking thereof. To maintain compliance with this limitation, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Daypermitted hereunder, the next Business Day following Borrower may request the seventh day) after Banks to make Revolving Loans which may be applied to repay the Borrowing Date with respect to any Swing Line Loans to then outstanding. If the Borrower shall not make such requests in a Borrower shalltimely manner, or upon occurrence and during continuance of a Default or Event of Default, the Swing Line Bank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs direct the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such Lender’s Commitment Bank's Revolving Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.2:00 p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and shall immediately be applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.5(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“"Unrefunded Swing Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.5(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation Amount”"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank's obligation to make the Loans which were referred to have been made by it in Section 2.5(a) and to purchase participating interests pursuant to Section 2.15(a)2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article 3; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrower may request the Banks to make Revolving Loans which may be applied to repay the Swing Line Agent Loans outstanding. Upon occurrence and during continuance of a Default or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business DayEvent of Default, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shallBank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.2:00 p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.7(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.7(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.7(a) and to purchase participating interests pursuant to Section 2.15(a)2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence and continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and on may (or, upon the seventh day (or if such day is not a Business Day, request of the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Lender, shall, ) on behalf of such the relevant Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, behalf) request that each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the then outstanding principal amount of Swing Line Loans (the "Refunded Swing Line Loans") owing by such Borrower on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 2.3); provided that, at any time as there shall be a Swing Line Loan of any Borrower outstanding for more than seven Business Days, the Administrative Agent shall, on the eighth Business Day after the making of such Swing Line Loans Loan, request (on behalf of such Borrower, which hereby irrevocably directs the Administrative Agent to act on its behalf) that each Lender make a Revolving Credit Loan to such Borrower in an amount equal to such Lender's Commitment Percentage of the principal amount of such outstanding Swing Line Loan (the “regardless of whether Refunded Swing Line Loans”) outstanding on Loans comply with the date minimum borrowing provisions of such notice, to repay subsection 2.3). In the event that the Swing Line Lenders. Each Lender makes its request for refunding of the Swing Line Loans, each Lender shall make the amount proceeds of such its Revolving Credit Loan available to the Administrative Agent, for the benefit of the Swing Line Lender, at the Canadian Administrative Agent's Account for value prior to 11:00 A.M., Toronto time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., Toronto time, on any date, then the proceeds of such Revolving Credit Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City Toronto time, on the date of such notice. The proceeds request); provided, however, that in the event that any of the events described in Section (i) or (ii) shall have occurred and be continuing, the Lenders shall not make such Revolving Credit Loans and the provisions of subsection 5.4 (b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) subsection , one of the events described in paragraph Section 12(g)(i) or (eii) of Section 7 shall have occurred with respect to such Borrowerand be continuing, each Lender severallywill, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a from the Swing Line Lender an undivided participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) Loan to be refunded in an amount equal to the amount (if any) its Commitment Percentage of Revolving Credit Loans which would otherwise have been made by such Lender pursuant Swing Line Loan to Section 2.15(a)be refunded. Each Lender will immediately transfer to the Administrative Agent, in immediately available fundsfor value, the amount of its participation participation. (c) Whenever, at any time after the “Swing Line Participation Amount”Lender has received from any Lender such Lender's participating interest in a Swing Line Loan to be refunded pursuant to subsection 5.4(b), the Swing Line Lender receives any payment on account thereof, the Swing Line 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) in like funds as received; provided, however, that in the proceeds of event that such participation shall be distributed payment received by the Administrative Agent Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained Lender any portion thereof previously distributed by the Swing Line Lenders Lender to it in their like funds as such payment is required to be returned by the Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Lender.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Committed Tranche Maturity Date, the Dollar Working Capital Facility Uncommitted Tranche Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Committed Tranche Loan (in the date case of such notice, to repay the a Dollar Committed Tranche Swing Line Lenders. Each Lender Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (in the case of a Dollar Uncommitted Tranche Swing Line Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Committed Tranche Loan is borrowed, the Borrowers shall make repay all Dollar Committed Tranche Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Committed Tranche Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Committed Tranche Swing Line Lenders Loans outstanding, (ii) on each date that a Dollar Working Capital Facility Uncommitted Tranche Loan is borrowed, the Borrowers shall repay all Dollar Uncommitted Tranche Swing Line Loans then outstanding and immediately the proceeds of any such Dollar Working Capital Facility Uncommitted Tranche Loans shall be applied by the Administrative Agent to repay any Dollar Uncommitted Tranche Swing Line Lenders Loans outstanding and (iii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent to repay the Refunded any Multicurrency Swing Line LoansLoans outstanding. Effective If the Administrative Agent shall not have received full repayment in cash of any Swing Line Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence aboveday, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction on behalf of the applicable conditions precedent thereto set forth Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in Section 4 (unless otherwise waived in accordance with Section 9.1this regard). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, that each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility Uncommitted Tranche Lender severallyor Multicurrency Working Capital Facility Lender, unconditionally and irrevocably agrees that it shall purchase a participating interest in as applicable, including the applicable Swing Line Loans Lender, make a Dollar Working Capital Facility Committed Tranche Loan (“Unrefunded Swing Line Loans”which initially shall be a Base Rate Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Working Capital Facility Commitment Percentage, such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage or such Multicurrency Working Capital Facility Lender’s Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (if anya “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of Revolving Credit this Section 2.6 shall apply), each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility Uncommitted Tranche Lender (other than a Declining Lender) or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to each applicable Relevant Swing Line Lender, the ratable portion of the proceeds of its Dollar Working Capital Facility Committed Tranche Loan, Dollar Working Capital Facility Uncommitted Tranche Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such Swing Line Lender available to such Swing Line Lender for the account of such Swing Line Lender at such Swing Line Lender’s Applicable Lending Office for Base Rate Loans which would otherwise or Prime Rate Loans, as applicable, prior to 4:00 p.m. (New York City time) in funds immediately available on the Business Day such request is made. The proceeds of such Dollar Working Capital Facility Committed Tranche Loans, Dollar Working Capital Facility Uncommitted Tranche Loans or Multicurrency Working Capital Facility Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans. (i) If for any reason any Dollar Committed Tranche Swing Line Loan cannot be refinanced by a Dollar Working Capital Facility Committed Tranche Loan in accordance with paragraph (a) of this Section 2.6, each Dollar Committed Tranche Swing Line Lender irrevocably agrees to grant to each Dollar Working Capital Facility Committed Tranche Lender, and, to induce each Dollar Committed Tranche Swing Line Lender to make Dollar Committed Tranche Swing Line Loans hereunder, each Dollar Working Capital Facility Committed Tranche Lender irrevocably agrees to accept and purchase from each Dollar Committed Tranche Swing Line Lender, on the terms and conditions hereinafter stated, for such Dollar Working Capital Facility Committed Tranche Lender’s own account and risk on the date such Dollar Working Capital Facility Committed Tranche Loan was to have been made by made, an undivided participation interest in the then-outstanding Dollar Committed Tranche Swing Line Loans in an amount equal to its Dollar Working Capital Facility Commitment Percentage of such Lender pursuant Dollar Committed Tranche Swing Line Loans that were to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation have been repaid with such Dollar Working Capital Facility Committed Tranche Loans (the “Dollar Committed Tranche Swing Line Participation Amount”), and the proceeds of such participation . Each Dollar Working Capital Facility Committed Tranche Lender shall be distributed by pay to the Administrative Agent for the account of the applicable Dollar Committed Tranche Swing Line Lender in immediately available funds such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Committed Tranche Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Dollar Committed Tranche Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the like funds received. (ii) If for any reason any Dollar Uncommitted Tranche Swing Line Lenders Loan cannot be refinanced by a Dollar Working Capital Facility Uncommitted Tranche Loan in their accordance with paragraph (a) of this Section 2.6, each Dollar Uncommitted Tranche Swing Line Lender irrevocably agrees to grant to each Dollar Working Capital Facility Uncommitted Tranche Lender, and, to induce each Dollar Uncommitted Tranche Swing Line Lender to consider making Dollar Uncommitted Tranche Swing Line Loans hereunder, each Dollar Working Capital Facility Uncommitted Tranche Lender irrevocably agrees to accept and purchase from each Dollar Uncommitted Tranche Swing Line Lender, on the terms and conditions hereinafter stated, for such Dollar Working Capital Facility Uncommitted Tranche Lender’s own account and risk on the date such Dollar Working Capital Facility Uncommitted Tranche Loan was to have been made, an undivided participation interest in the then-outstanding Dollar Uncommitted Tranche Swing Line Loans in an amount equal to its Dollar Working Capital Facility Uncommitted Tranche Percentage of the Revolving Credit such Dollar Uncommitted Tranche Swing Line Loans which that were to have been made repaid with such Dollar Working Capital Facility Uncommitted Tranche Loans (the “Dollar Uncommitted Tranche Swing Line Participation Amount”). Each Dollar Working Capital Facility Uncommitted Tranche Lender shall pay to the Administrative Agent for the account of the applicable Dollar Uncommitted Tranche Swing Line Lender in immediately available funds such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Uncommitted Tranche Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Dollar Uncommitted Tranche Swing Line Lender in like funds received. (iii) If for any reason any Multicurrency Swing Line Loan cannot be refinanced by it a Multicurrency Working Capital Facility Loan in accordance with paragraph (a) of this Section 2.6, each Multicurrency Swing Line Lender irrevocably agrees to grant to each Multicurrency Working Capital Facility Lender, and, to induce each Multicurrency Swing Line Lender to make Multicurrency Swing Line Loans hereunder, each Multicurrency Working Capital Facility Lender irrevocably agrees to accept and purchase from each Multicurrency Swing Line Lender, on the terms and conditions hereinafter stated, for such Multicurrency Working Capital Facility Lender’s own account and risk on the date such Multicurrency Working Capital Facility Loan was to have been made, an undivided participation interest in the then-outstanding Multicurrency Swing Line Loans in an amount equal to its Multicurrency Working Capital Facility Commitment Percentage of such Multicurrency Swing Line Loans that were to have been repaid with such Multicurrency Working Capital Facility Loans (the “Multicurrency Swing Line Participation Amount”). Each Multicurrency Working Capital Facility Lender shall pay to the Administrative Agent for the account of the applicable Multicurrency Swing Line Lender in immediately available funds such Multicurrency Working Capital Facility Lender’s Multicurrency Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Multicurrency Swing Line Lender in like funds received. (i) If any Dollar Working Capital Facility Committed Tranche Lender failed to timely pay to the Administrative Agent all or a portion of its Dollar Committed Tranche Swing Line Participation Amount required to be paid pursuant to Section 2.15(a2.6(b)(i), such overdue amounts shall bear interest payable by such Dollar Working Capital Facility Committed Tranche Lender at the rate per annum applicable to Base Rate Loans under the Dollar Working Capital Facility Committed Tranche until such overdue amounts are paid in full. (ii) If any Dollar Working Capital Facility Uncommitted Tranche Lender failed to timely pay to the Administrative Agent all or a portion of its Dollar Uncommitted Tranche Swing Line Participation Amount required to be paid pursuant to Section 2.6(b)(ii), such overdue amounts shall bear interest payable by such Dollar Working Capital Facility Uncommitted Tranche Lender at the rate per annum applicable to Base Rate Loans under the Dollar Working Capital Facility Uncommitted Tranche until such overdue amounts are paid in full. (iii) If any Multicurrency Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Multicurrency Swing Line Participation Amount required to be paid pursuant to Section 2.6(b)(iii), such overdue amounts shall bear interest payable by such Multicurrency Working Capital Facility Lender at the rate per annum applicable to Base Rate Loans (in the case of Multicurrency Swing Line Loans denominated in United States Dollars) or Prime Rate Loans (in the case of Multicurrency Swing Line Loans denominated in Canadian Dollars) under the Multicurrency Working Capital Facility until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Dollar Working Capital Facility Loans or Multicurrency Working Capital Facility Loans, as applicable, referred to in Section 2.6(a) and to purchase participation interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against any Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) Whenever, at any time after any Swing Line Lender has received from any Dollar Working Capital Facility Committed Tranche Lender its Dollar Committed Tranche Swing Line Participation Amount, any Dollar Working Capital Facility Uncommitted Tranche Lender its Dollar Uncommitted Tranche Swing Line Participation Amount or Multicurrency Working Capital Facility Lender its Multicurrency Swing Line Participation Amount, as applicable, such Swing Line Lender receives any payment on account thereof (whether directly from any Borrower or otherwise, including proceeds of collateral applied thereto by such Swing Line Lender) or any payment of interest on account thereof, such Swing Line Lender shall distribute to such Dollar Working Capital Facility Committed Tranche Lender its Dollar Working Capital Facility Commitment Percentage, such Dollar Working Capital Facility Uncommitted Tranche Lender its Dollar Working Capital Facility Uncommitted Tranche Percentage or such Multicurrency Working Capital Facility Lender its Multicurrency Working Capital Facility Commitment Percentage, as applicable, of such payments; provided, however, that in the event that any such payment received by such Swing Line Lender shall be required to be returned by such Swing Line Lender, such Working Capital Facility Lender shall return to such Swing Line Lender the portion thereof previously distributed by such Swing Line Lender to it in like funds received.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or If the Administrative Agent, at any time Agent shall not have received full repayment in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to cash of any Swing Line Loans to a Borrower shall, Loan on behalf of such Borrower or before 1:00 p.m. (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on the relevant refunding datesuch day, request each on behalf of the Borrower of such Swing Line Loan (which hereby irrevocably authorizes the Swing Line Lender to make, and, subject to Section 2.2(bact on its behalf), that each Lender hereby agrees to makeLender, including the Swing Line Lender, make a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Lender’s Commitment Percentage of the outstanding amount of the portion of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.5(d), unless any of the events described in Section 9.1(f) outstanding on shall have occurred and be continuing (in which event the date procedures of such noticeclause (b) of this Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Lender shall make the amount proceeds of such its Revolving Credit Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a any Revolving Credit Loan to a Borrower pursuant to paragraph (a) of this Section 2.15(a) 2.5 one of the events described in paragraph (eSection 9.1(f) of Section 7 shall have occurred with respect to such Borrowerand be continuing, each Lender severallyshall, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a an undivided participating interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Commitment Percentage of such Swing Line Loans that were to have been repaid with such Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a(the “Swing Line Participation Amount”). Each Lender will immediately shall promptly transfer to the Administrative AgentSwing Line Lender, in immediately available funds, the amount of its Swing Line Participation Amount and upon receipt thereof the Swing Line Lender shall deliver to such Lender a Swing Line Loan participation certificate, in a form specified by the Swing Line Lender, dated the date of receipt of the Swing Line Participation Amount and in such amount. (c) Whenever, at any time after the “Swing Line Lender has received from any Lender such Lender’s Swing Line Participation Amount”), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender shall distribute to such Lender its Swing Line Participation 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, and in the proceeds case of principal and interest payments, to reflect such Lender’s pro rata portion of such participation shall be distributed payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due) in like funds as received; provided, however, that in the event that such payment received by the Administrative Agent Swing Line Lender is required to be returned, such Lender shall return to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained Lender any portion thereof previously distributed by the Swing Line Lenders Lender to it in their like funds as such payment is required to be returned by the Swing Line Loans Lender. (d) Each Lender’s obligation to the amount of the make Revolving Credit Loans which were referred to have been made by it in Section 2.5(a) and to purchase participating interests pursuant to Section 2.15(a)2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to extensions of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Working Capital Facility Loan in accordance with procedures specified herein. If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.4(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If for any reason any Swing Line Loan hereunder at the request of cannot be refinanced by a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived Working Capital Loan in accordance with Section 9.1).paragraph (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (ea) of this Section 7 shall have occurred with respect 2.5, the Swing Line Lender irrevocably agrees to such Borrowergrant to each Working Capital Facility Lender, and, to induce the Swing Line Lender to make Swing Line Loans hereunder, each Working Capital Facility Lender severally, unconditionally and irrevocably agrees that it shall to accept and purchase a participating from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Working Capital Facility Lender’s own account and risk on the date such Working Capital Facility Loan was to have been made, an undivided participation interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Working Capital Facility Commitment Percentage of Revolving Credit such Swing Line Loans which would otherwise that were to have been made by repaid with such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation Working Capital Facility Loans (the “Swing Line Participation Amount”), and the proceeds of such participation . Each Working Capital Facility Lender shall be distributed by pay to the Administrative Agent for the account of the Swing Line Lender in immediately available funds such Working Capital Facility Lenders’ Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the Swing Line Lenders Lender in like funds received. (c) If any Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Swing Line Participation Amount required to be paid pursuant to Section 2.5(b), such amount as will reduce overdue amounts shall bear interest payable by such Working Capital Facility Lender at the amount rate per annum applicable to Base Rate Loans hereunder until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Working Capital Facility Loans referred to in Section 2.5(a) and to purchase participation interests pursuant to Section 2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against the Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the participating interest retained foregoing. (e) Whenever, at any time after the Swing Line Lender has received from any Working Capital Facility Lender its Swing Line Participation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower, the Borrowers’ Agent or otherwise, including proceeds of collateral applied thereto by the Swing Line Lenders in their Lender) or any payment of interest on account thereof, the Swing Line Loans Lender shall distribute to such Working Capital Facility Lender its Working Capital Facility Commitment Percentage of such payments and promptly notify the Administrative Agent in writing thereof; provided, however, that in the event that any such payment received by the Swing Line Lender shall be required to be returned by the Swing Line Lender, such Working Capital Facility Lender shall return to the amount Swing Line Lender the portion thereof previously distributed by the Swing Line Lender to it in like funds received and promptly notify the Administrative Agent in writing thereof. The Administrative Agent may conclusively rely on such written notices as evidence of such distribution to the Revolving Credit Loans which extent that such distributions were to have been not made by it pursuant to Section 2.15(a)through the Administrative Agent.

Refunding of Swing Line Loans. (ai) Either At any time, upon the request of Swing Line Agent or the Administrative Agent, at any time Lender in its sole and absolute discretion maydiscretion, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Agent shall, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative authorizes Agent to so act on its behalf and behalf), request each lender, including Swing Line Lender, to make a Revolving Loan (with respect to such Borrower), upon notice given by which the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, Prime Rate Option shall apply) in an amount equal to such Lender’s Commitment Percentage 's Pro Rata Share of all or a portion of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lendersnotice is given. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans available to Agent in accordance with the provisions of Section ------- 2.2(d)(ii). Agent shall be distributed wire transfer the amount of such proceeds, or portion ---------- thereof, received by the Administrative Agent to the Swing Line Lenders and Lender's account by no later than 12:00 noon (Los Angeles time) on the Business Day immediately applied by following the date such proceeds are received. (ii) If the Commitments shall expire or terminate at any time while Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are madeoutstanding then, to the portion of extent the Swing Line Loans so paid shall no longer be outstanding as are not repaid in accordance with the terms of this Agreement, Agent shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes Agent to act on its behalf), request each Lender, including Swing Line Loans. Notwithstanding any provision hereof Lender, to the contrary, if prior to the seventh day make a Revolving Loan (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests which the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent Prime Rate Option shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”apply) in an amount equal to such Lender's Pro Rata Share of the amount (if any) of Revolving Credit Swing Line Loans which would otherwise have been made by outstanding on the date such Lender pursuant to Section 2.15(a)notice is given. Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and shall make the proceeds of such participation Revolving Loans available to Agent in accordance with the provisions of Section ------- 2.2(d)(ii). Agent shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce wire transfer the amount of the participating interest retained such proceeds, or portion ---------- thereof, received by the Agent to Swing Line Lenders in their Lender's account by no later than 12:00 noon (Los Angeles time) on the Business Day immediately following the date such proceeds are received. (iii) The provisions of this Section 2.2(c) shall not affect the -------------- Borrower's obligations to repay Swing Line Loans in accordance with the terms of this Agreement. (iv) Anything contained in this Section 2.2(c) to the amount contrary -------------- notwithstanding, each Lender's obligation to fund its portion of the Revolving Credit any Swing Line Loans which were to have been made by it pursuant Swing Line Lender to Section 2.15(a)Borrower will commence on the date such Swing Line Loans are made by Swing Line Lender.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and on may (or, upon the seventh day (or if such day is not a Business Day, request of the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Lender, shall, ) on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect behalf) request that each Revolving Credit Lender make a Revolving Credit Loan in an amount equal to such BorrowerLender's Revolving Credit Commitment Percentage of the then outstanding principal amount of Swing Line Loans (the "REFUNDED SWING LINE LOANS") on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 4.2), upon notice given by . In the event that the Swing Line Agent Lender makes its request for refunding of the Swing Line Loans, each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available in immediately available funds to the Administrative Agent, or by for the benefit of the Swing Line Lender, at the office of the Administrative AgentAgent specified in subsection 14.3 prior to 11:00 A.M., no later than New York City time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., New York City time, on the relevant refunding any date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at then the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount proceeds of such Revolving Credit Loan Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City time, on the date of such notice. The proceeds of request); PROVIDED, HOWEVER, that in the event that any Bankruptcy Event shall have occurred and be continuing, the Revolving Credit Lenders shall not make such Revolving Credit Loans and the provisions of subsection 6.3(b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 subsection 4.3(a), a Bankruptcy Event shall have occurred with respect to such Borrowerand be continuing, each Revolving Credit Lender severallywill, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a from the Swing Line Lender an undivided participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) Loan to be refunded in an amount equal to the amount (if any) of its Revolving Credit Loans which would otherwise have been made by Commitment Percentage of such Lender pursuant Swing Line Loan to Section 2.15(a)be refunded. Each Revolving Credit Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation participation. (c) Whenever, at any time after the “Swing Line Participation Amount”Lender has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in a Swing Line Loan to be refunded pursuant to subsection 4.3(b), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded) in like funds as received; PROVIDED, HOWEVER, that in the proceeds of event that such participation shall be distributed payment received by the Administrative Agent Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained Lender any portion thereof previously distributed by the Swing Line Lenders Lender to it in their like funds as such payment is required to be returned by the Swing Line Loans to the amount of the Lender (together with such Revolving Credit Loans which were Lender's ratable share of any interest required to have been made be paid by it pursuant to Section 2.15(athe Swing Line Lender upon such return).

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrowers may request the Banks to make Revolving Loans which may be applied to repay the Swing Line Agent or the Administrative AgentLoans outstanding. In all cases, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any all Swing Line Loans to that remain outstanding shall be repaid in full on the fifteenth (15th) and last days of each month. Upon occurrence and during continuance of a Borrower shallDefault or Event of Default, the Swing Line Bank may, on behalf of such Borrower the Borrowers (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.6(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.6(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.6(a) and to purchase participating interests pursuant to Section 2.15(a)2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrowers may have against the Swing Line Bank, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article III; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers; (iv) any breach of this Agreement or any other Loan Document by the Borrowers or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, to request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“"Unrefunded Swing Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation Amount”"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the respective participating interest retained by the Swing Line Lenders Lender in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a). (d) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Loans, such Swing Line Lender will distribute to such Lender its Swing Line Participation 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 and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (e) Each Lender's obligation to make the Loans referred to in Section 2.15(a) and to purchase participating interests pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.be (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrower may request the Banks to make Revolving Loans which may be applied to repay the Swing Line Agent Loans outstanding. Upon occurrence and during continuance of a Default or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business DayEvent of Default, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shallBank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Notwithstanding failure by the Borrower to satisfy the conditions of Section 6.2, each Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.2:00 p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.7(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.7(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.7(a) and to purchase participating interests pursuant to Section 2.15(a)2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Lender or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent Lender and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent Lender to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Lender in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any ----------------------------- time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, to request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Xxxxxx's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to ------------------------- repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“"Unrefunded ---------- Swing Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans ---------------- which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line ---------- Participation Amount”"), and the proceeds of such participation shall be -------------------- distributed by the Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the respective participating interest retained by the Swing Line Lenders Lender in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a). (d) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Loans, such Swing Line Lender will distribute to such Lender its Swing Line Participation 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 and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to --- ---- pay the principal of and interest on all Swing Line Loans then due); provided, -------- however, that in the event that such payment received by such Swing Line Lender ------- is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (e) Each Lender's obligation to make the Loans referred to in Section 2.15(a) and to purchase participating interests pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Loan (in the date case of such notice, to repay the a Dollar Swing Line Lenders. Each Lender Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Loan is borrowed, the Borrowers shall make repay all Dollar Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Swing Line Lenders Loans outstanding and immediately (ii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent or the Canadian Agent, as applicable, to repay any Multicurrency Swing Line Lenders to repay Loans outstanding. If the Refunded Administrative Agent or the Canadian Agent, as applicable, shall not have received full repayment in cash of any Swing Line Loans. Effective Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence aboveday, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction on behalf of the applicable conditions precedent thereto set forth Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in Section 4 (unless otherwise waived in accordance with Section 9.1this regard). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, that each Dollar Working Capital Facility Lender severallyor Multicurrency Working Capital Facility Lender, unconditionally and irrevocably agrees that it shall purchase a participating interest in as applicable, including the applicable Swing Line Loans Lender, make a Dollar Working Capital Facility Loan (“Unrefunded Swing Line Loans”which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Working Capital Facility Lender’s Dollar Working Capital Facility Commitment Percentage or Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (if anya “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of Revolving Credit this Section 2.6 shall apply), each Dollar Working Capital Facility Lender or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to each Relevant Swing Line Lender, the ratable portion of the proceeds of its Dollar Working Capital Facility Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such Swing Line Lender available to such Swing Line Lender for the account of such Swing Line Lender at such Swing Line Lender’s Applicable Lending Office for Base Rate Loans which would otherwise or Prime Rate Loans, as applicable, prior to 4:00 p.m. (New York City time) in funds immediately available on the Business Day such request is made. The proceeds of such Dollar Working Capital Facility Loans or Multicurrency Working Capital Facility Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans. (i) If for any reason any Dollar Swing Line Loan cannot be refinanced by a Dollar Working Capital Facility Loan in accordance with paragraph (a) of this Section 2.6, each Dollar Swing Line Lender irrevocably agrees to grant to each Dollar Working Capital Lender, and, to induce each Dollar Swing Line Lender to make Dollar Swing Line Loans hereunder, each Dollar Working Capital Lender irrevocably agrees to accept and purchase from each Dollar Swing Line Lender, on the terms and conditions hereinafter stated, for such Dollar Working Capital Lender’s own account and risk on the date such Dollar Working Capital Facility Loan was to have been made by made, an undivided participation interest in the then- outstanding Dollar Swing Line Loans in an amount equal to its Dollar Working Capital Facility Commitment Percentage of such Lender pursuant Dollar Swing Line Loans that were to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation have been repaid with such Dollar Working Capital Facility Loans (the “Dollar Swing Line Participation Amount”), and the proceeds of such participation . Each Dollar Working Capital Facility Lender shall be distributed by pay to the Administrative Agent for the account of the applicable Dollar Swing Line Lender in immediately available funds such Dollar Working Capital Lender’s Dollar Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Dollar Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the like funds received. (ii) If for any reason any Multicurrency Swing Line Lenders Loan cannot be refinanced by a Multicurrency Working Capital Facility Loan in their accordance with paragraph (a) of this Section 2.6, each Multicurrency Swing Line Lender irrevocably agrees to grant to each Multicurrency Working Capital Lender, and, to induce each Multicurrency Swing Line Lender to make Multicurrency Swing Line Loans hereunder, each Multicurrency Working Capital Lender irrevocably agrees to accept and purchase from each Multicurrency Swing Line Lender, on the terms and conditions hereinafter stated, for such Multicurrency Working Capital Lender’s own account and risk on the date such Multicurrency Working Capital Facility Loan was to have been made, an undivided participation interest in the then- outstanding Multicurrency Swing Line Loans in an amount equal to its Multicurrency Working Capital Facility Commitment Percentage of the Revolving Credit such Multicurrency Swing Line Loans which that were to have been made by it repaid with such Multicurrency Working Capital Facility Loans (the “Multicurrency Swing Line Participation Amount”). Each Multicurrency Working Capital Facility Lender shall pay to the Administrative Agent (in the case of amounts denominated in United States Dollars) or the Canadian Agent (in the case of amounts denominated in Canadian Dollars) for the account of the applicable Multicurrency Swing Line Lender in immediately available funds such Multicurrency Working Capital Lender’s Multicurrency Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent or the Canadian Agent, as applicable, shall promptly distribute such funds to the applicable Multicurrency Swing Line Lender in like funds received. (i) If any Dollar Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Dollar Swing Line Participation Amount required to be paid pursuant to Section 2.15(a2.6(b)(i), such overdue amounts shall bear interest payable by such Dollar Working Capital Facility Lender at the rate per annum applicable to Base Rate Loans under the Dollar Working Capital Facility until such overdue amounts are paid in full. (ii) If any Multicurrency Working Capital Facility Lender failed to timely pay to the Administrative Agent or the Canadian Agent, as applicable, all or a portion of its Multicurrency Swing Line Participation Amount required to be paid pursuant to Section 2.6(b)(ii), such overdue amounts shall bear interest payable by such Multicurrency Working Capital Facility Lender at the rate per annum applicable to Base Rate Loans (in the case of Multicurrency Swing Line Loans denominated in United States Dollars) or Prime Rate Loans (in the case of Multicurrency Swing Line Loans denominated in Canadian Dollars) under the Multicurrency Working Capital Facility until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Dollar Working Capital Facility Loans or Multicurrency Working Capital Facility Loans, as applicable, referred to in Section 2.6(a) and to purchase participation interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against any Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) Whenever, at any time after any Swing Line Lender has received from any Working Capital Facility Lender its Dollar Swing Line Participation Amount or Multicurrency Swing Line Participation Amount, as applicable, such Swing Line Lender receives any payment on account thereof (whether directly from any Borrower or otherwise, including proceeds of collateral applied thereto by such Swing Line Lender) or any payment of interest on account thereof, such Swing Line Lender shall distribute to such Working Capital Facility Lender its Dollar Working Capital Facility Commitment Percentage or Multicurrency Working Capital Facility Commitment Percentage, as applicable, of such payments; provided, however, that in the event that any such payment received by such Swing Line Lender shall be required to be returned by such Swing Line Lender, such Working Capital Facility Lender shall return to such Swing Line Lender the portion thereof previously distributed by such Swing Line Lender to it in like funds received.

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender may, at any time and from time to time in its sole and absolute discretion maydiscretion, and on the seventh day (or if such day is but not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shallless frequently than weekly, on behalf of such Borrower Borrowers (and each Borrower hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrower), upon notice given by behalf) request each Revolving Lender (including the Swing Line Agent Lender) to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Loan Advance (Revolver A) or Revolving Credit Advance (Revolver B) to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, Borrowers in an amount equal to such Revolving Lender’s Commitment Percentage 's Pro Rata Share of the principal amount of such the Swing Line Loans of such Borrower Loan (Revolver A) or Swing Line Loan (Revolver B), as the case may be (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOAN") outstanding on the date such notice is given. Unless any of such notice, the events described in SECTIONS 8.1(H) OR 8.1(I) shall have occurred (in which event the procedures of SECTION 1.1(F)(IV) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to repay the Swing Line Lenders. Each Lender shall make the amount making of such Revolving Credit Loan available Advance (Revolver A) or Revolving Credit Advance (Revolver B), as the case may be, are then satisfied, each Revolving Lender shall disburse directly to Revolver Agent its Pro Rata Share of such Revolving Credit Advance (Revolver A) or Revolving Credit Advance (Revolver B), as the Administrative Agent at its office set forth in Section 9.2 case may be, on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds, no later than 1:00 P.M., New York City time, funds on the Business Day next succeeding the date of such noticenotice is given. The proceeds of such Revolving Credit Loans Advances (Revolver A) or Revolving Credit Advances (Revolver B), as the case may be, shall be distributed by the Administrative Agent immediately paid to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders to repay the applicable Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion Loan of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveBorrowers. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).

Refunding of Swing Line Loans. (a) Either request that each Revolving Credit Lender make a Revolving Credit Loan in an amount equal to such Revolving Credit Lender's Commitment Percentage of the then outstanding principal amount of Swing Line Loans (the "Refunded Swing Line Loans") on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 4.2). In the event that the Swing Line Agent or the Administrative Agent, at any time in Lender makes its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf request for refunding of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on Loans, each Revolving Credit Lender shall make the proceeds of its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent Revolving Credit Loan available in immediately available funds to the Administrative Agent, or by for the benefit of the Swing Line Lender, at the office of the Administrative AgentAgent specified in subsection 14.2 prior to 11:00 A.M., no later than New York City time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., New York City time, on the relevant refunding any date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at then the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount proceeds of such Revolving Credit Loan Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City time, on the date of such notice. The proceeds request); provided that in the event that any of the events described in Section 12(f)(i) or (ii) shall have occurred and be continuing, the Revolving Credit Lenders shall not make such Revolving Credit Loans and the provisions of subsection 6.3(b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) subsection 6.3(a), one of the events described in paragraph Section 12(f)(i) or (eii) of Section 7 shall have occurred with respect to such Borrowerand be continuing, each Revolving Credit Lender severallywill, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a from the Swing Line Lender an undivided participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) Loan to be refunded in an amount equal to the amount (if any) its Commitment Percentage of such Swing Line Loan to be refunded. Each Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation participation. (c) Whenever, at any time after the “Swing Line Participation Amount”Lender has received from any Revolving Credit Lender such Lender's participating interest in a Swing Line Loan to be refunded pursuant to subsection 6.3(b), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will pay to the Administrative Agent for distribution to such Revolving Credit 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) in like funds as received; provided that in the proceeds of event that such participation shall payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender through the Administrative Agent to the Swing Line Lenders it in like funds as such amount as will reduce the amount of the participating interest retained payment is required to be returned by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Lender.

Refunding of Swing Line Loans. (a) Either If the Swingline Loan has not ----------------------------- been repaid, the Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and and, if any Swingline Loan has not bee repaid, on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Borrower, shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such each Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such ------------------------- notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“"Unrefunded Swing ---------------- Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which ---------- would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation ------------------------ Amount”"), and the proceeds of such participation shall be distributed by the ------ Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Lender in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a). (d) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation 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 and, in the case of principal and interest payments, to reflect such Xxxxxx's pro rata portion of such payment if such payment is not sufficient to -------- pay the principal of an interest on all Swing Line Loans then due); provided, -------- however, that in the event that such ------- payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Lender's obligation to make the Loans referred to in Section 2.15(a) and to purchase participating interests pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either If the Swingline Loan has not been ----------------------------- repaid, the Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and and, if any Swingline Loan has not bee repaid, on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh dayDay) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Borrower, shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such each Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s 's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to ------------------------- repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“"Unrefunded Swing ---------------- Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which ---------- would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation ------------------------ Amount”"), and the proceeds of such participation shall be distributed by the ------ Administrative Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Lender in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a). (d) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation 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 and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to -------- pay the principal of an interest on all Swing Line Loans then due); provided, -------- however, that in the event that such ------- payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (e) Each Lender's obligation to make the Loans referred to in Section 2.15(a) and to purchase participating interests pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Loans are only intended to be outstanding for a period of five (5) Business Days or less after the Administrative Agentmaking thereof. To maintain compliance with this limitation, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Daypermitted hereunder, the next Business Day following Borrower may request the seventh day) after Banks to make Revolving Loans which may be applied to repay the Borrowing Date with respect to any Swing Line Loans to then outstanding. If the Borrower shall not make such requests in a Borrower shalltimely manner, or upon occurrence and during continuance of a Default or Event of Default, the Swing Line Bank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs direct the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Prime Rate Advance), in an amount equal to such LenderBank’s Commitment Revolving Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.2:00 p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and shall immediately be applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.5(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.5(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Loans.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after making of such Swing Line Loan, including by arranging to refinance such Swing Line Loan with a Working Capital Facility Loan in accordance with procedures specified herein. If the Borrowing Date with respect to Administrative Agent shall not have received full repayment in cash of any Swing Line Loans to a Borrower shallLoan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of such Borrower (and each Borrower which hereby irrevocably directs authorizes the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrowersolely in this regard), upon notice given by that each Working Capital Facility Lender, including the Swing Line Agent to the Administrative AgentLender, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, make a Revolving Credit Working Capital Facility Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) outstanding on the date of such noticethis Section 2.6 shall apply), to repay the Swing Line Lenders. Each each Working Capital Facility Lender shall make the amount proceeds of such Revolving Credit its Working Capital Facility Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 4:00 p.m. (New York City time, ) in funds immediately available on the date of Business Day such noticerequest is made. The proceeds of such Revolving Credit Working Capital Facility Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If for any reason any Swing Line Loan hereunder at the request of cannot be refinanced by a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived Working Capital Facility Loan in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (ea) of this Section 7 shall have occurred with respect 2.6, the Swing Line Lender irrevocably agrees to such Borrowergrant to each Working Capital Lender, and, to induce the Swing Line Lender to make Swing Line Loans hereunder, each Working Capital Lender severally, unconditionally and irrevocably agrees that it shall to accept and purchase a participating from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Working Capital Lender’s own account and risk on the date such Working Capital Facility Loan was to have been made, an undivided participation interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Working Capital Facility Commitment Percentage of Revolving Credit such Swing Line Loans which would otherwise that were to have been made by repaid with such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation Working Capital Facility Loans (the “Swing Line Participation Amount”), and the proceeds of such participation . Each Working Capital Facility Lender shall be distributed by pay to the Administrative Agent for the account of the Swing Line Lender in immediately available funds such Working Capital Lender’s Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the Swing Line Lenders Lender in like funds received. (c) If any Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Swing Line Participation Amount required to be paid pursuant to Section 2.6(b), such amount as will reduce overdue amounts shall bear interest payable by such Working Capital Facility Lender at the amount rate per annum applicable to Base Rate Loans hereunder until such overdue amounts are paid in full. (d) Each Working Capital Facility Lender’s obligation to make Working Capital Facility Loans referred to in Section 2.6(a) and to purchase participation interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against the Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the participating interest retained foregoing. (e) Whenever, at any time after the Swing Line Lender has received from any Working Capital Facility Lender its Swing Line Participation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower, the Borrowers’ Agent or otherwise, including proceeds of collateral applied thereto by the Swing Line Lenders in their Lender) or any payment of interest on account thereof, the Swing Line Loans Lender shall distribute to such Working Capital Facility Lender its Working Capital Facility Commitment Percentage of such payments; provided, however, that in the event that any such payment received by the Swing Line Lender shall be required to be returned by the Swing Line Lender, such Working Capital Facility Lender shall return to the amount of Swing Line Lender the Revolving Credit Loans which were portion thereof previously distributed by the Swing Line Lender to have been made by it pursuant to Section 2.15(a)in like funds received.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the The Administrative Agent, at any time in its sole and absolute discretion maydiscretion, and on may (or, upon the seventh day (or if such day is not a Business Day, request of the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Lender, shall, ) on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect behalf) request that each Revolving Credit Lender make a Revolving Credit Loan in an amount equal to such BorrowerRevolving Credit Lender's Revolving Credit Commitment Percentage of the then outstanding principal amount of Swing Line Loans (the "REFUNDED SWING LINE LOANS") on the date such notice is given (regardless of whether the Refunded Swing Line Loans comply with the minimum borrowing provisions of subsection 4.2), upon notice given by . In the event that the Swing Line Agent Lender makes its request for refunding of the Swing Line Loans, each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available in immediately available funds to the Administrative Agent, or by for the benefit of the Swing Line Lender, at the office of the Administrative AgentAgent specified in subsection 17.3 prior to 11:00 A.M., no later than New York City time, on the first Business Day following such request (or, if such request is made prior to 10:00 A.M., New York City time, on the relevant refunding any date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at then the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount proceeds of such Revolving Credit Loan Loans shall instead be so made available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 prior to 2:00 P.M., New York City time, on the date of such notice. The proceeds of request); PROVIDED, HOWEVER, that in the event that any Bankruptcy Event shall have occurred and be continuing, the Revolving Credit Lenders shall not make such Revolving Credit Loans and the provisions of subsection 6.3(b) shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described aboveapply. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 subsection 6.3(a), a Bankruptcy Event shall have occurred with respect to such Borrowerand be continuing, each Revolving Credit Lender severallywill, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a from the Swing Line Lender an undivided participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) Loan to be refunded in an amount equal to the amount (if any) of its Revolving Credit Loans which would otherwise have been made by Commitment Percentage of such Lender pursuant Swing Line Loan to Section 2.15(a)be refunded. Each Revolving Credit Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation participation. (c) Whenever, at any time after the “Swing Line Participation Amount”Lender has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in a Swing Line Loan to be refunded pursuant to subsection 6.3(b), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded) in like funds as received; PROVIDED, HOWEVER, that in the proceeds of event that such participation shall be distributed payment received by the Administrative Agent Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained Lender any portion thereof previously distributed by the Swing Line Lenders Lender to it in their like funds as such payment is required to be returned by the Swing Line Lender (together with such Revolving Credit Lender's ratable share of any interest required to be paid by the Swing Line Lender upon such return). (d) Notwithstanding anything to the contrary contained in this subsection 6.3, no Revolving Credit Lender shall be required to make a Revolving Credit Loan pursuant to subsection 6.3(a) or acquire a participation pursuant to subsection 6.3(b) in a Swing Line Loan if an Event of Default shall have occurred and be continuing at the time such Swing Line Loan was made and such Revolving Credit Lender shall have notified the relevant Swing Line Lender and the Administrative Agent in writing, at least one Business Day prior to the time such Swing Line Loan was made, that such Event of Default has occurred and that such Revolving Credit Lender will not acquire participations in Swing Line Loans to the amount made while such Event of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)Default is continuing.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent or If the Administrative Agent, at any time Agent shall not have received full repayment in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to cash of any Swing Line Loans to a Borrower shall, Loan on behalf of such Borrower or before 1:00 p.m. (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, the Swing Line Lender may, not later than 3:00 p.m. (New York City time), on the relevant refunding datesuch day, request each on behalf of the Borrower of such Swing Line Loan (which hereby irrevocably authorizes the Swing Line Lender to make, and, subject to Section 2.2(bact on its behalf), that each Lender hereby agrees to makeLender, including the Swing Line Lender, make a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, (which initially shall be a Base Rate Loan) in an amount equal to such Lender’s Commitment Percentage of the outstanding amount of the portion of such Swing Line Loans of such Borrower Loan (the a “Refunded Swing Line LoansLoan”). In accordance with Section 2.5(d), unless any of the events described in Section 9.1(f) outstanding on shall have occurred and be continuing (in which event the date procedures of such noticeclause (b) of this Section 2.5 shall apply), to repay the Swing Line Lenders. Each each Lender shall make the amount proceeds of such its Revolving Credit Loan available to the Administrative Agent Swing Line Lender for the account of the Swing Line Lender at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., the Swing Line Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time, ) in funds immediately available on the Business Day next succeeding the date of such noticerequest is made. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a any Revolving Credit Loan to a Borrower pursuant to paragraph (a) of this Section 2.15(a) 2.5 one of the events described in paragraph (eSection 9.1(f) of Section 7 shall have occurred with respect to such Borrowerand be continuing, each Lender severallyshall, unconditionally and irrevocably agrees that it shall on the date such Revolving Credit Loan was to have been made, purchase a an undivided participating interest in the applicable then-outstanding Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) its Commitment Percentage of such Swing Line Loans that were to have been repaid with such Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a(the “Swing Line Participation Amount”). Each Lender will immediately shall promptly transfer to the Administrative AgentSwing Line Lender, in immediately available funds, the amount of its Swing Line Participation Amount and upon receipt thereof the Swing Line Lender shall deliver to such Lender a Swing Line Loan participation certificate, in a form specified by the Swing Line Lender, dated the date of receipt of the Swing Line Participation Amount and in such amount. (c) Whenever, at any time after the “Swing Line Lender has received from any Lender such Lender’s Swing Line Participation Amount”), the Swing Line Lender receives any payment on account thereof, the Swing Line Lender shall distribute to such Lender its Swing Line Participation 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, and in the proceeds case of principal and interest payments, to reflect such Lender’s pro rata portion of such participation shall be distributed payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due) in like funds as received; provided, however, that in the event that such payment received by the Administrative Agent Swing Line Lender is required to be returned, such Lender shall return to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained Lender any portion thereof previously distributed by the Swing Line Lenders Lender to it in their like funds as such payment is required to be returned by the Swing Line Loans Lender. (d) Each Lender’s obligation to the amount of the make Revolving Credit Loans which were referred to have been made by it in Section 2.5(a) and to purchase participating interests pursuant to Section 2.15(a)2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to extensions of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the Each Borrower unconditionally promises to pay each Swing Line Agent Loan made to it on or the Administrative Agent, at any time in its sole and absolute discretion may, and before 1:00 p.m. (New York City time) on the seventh day (or if such day is not a Business Day, the next fifth Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount making of such Swing Line Loans of Loan (or, if earlier, the Dollar Working Capital Facility Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Borrower (the “Refunded Swing Line Loans”) outstanding on Loan with a Dollar Working Capital Facility Loan (in the date case of such notice, to repay the a Dollar Swing Line Lenders. Each Lender Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Loan is borrowed, the Borrowers shall make repay all Dollar Swing Line Loans then outstanding and the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of any such Revolving Credit Dollar Working Capital Facility Loans shall be distributed applied by the Administrative Agent to the repay any Dollar Swing Line Lenders Loans outstanding and immediately (ii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent or the Canadian Agent, as applicable, to repay any Multicurrency Swing Line Lenders to repay Loans outstanding. If the Refunded Administrative Agent or the Canadian Agent, as applicable, shall not have received full repayment in cash of any Swing Line Loans. Effective Loan on or before 1:00 p.m. (New York City time) on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day that is five (or if such day is not a 5) Business Day, the next Business Day following such seventh day) Days after the Borrowing Date with respect to any making of such Swing Line Loan, any Swing Line Lender lending may, not later than 3:00 p.m. (New York City time), on such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence aboveday, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction on behalf of the applicable conditions precedent thereto set forth Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in Section 4 (unless otherwise waived in accordance with Section 9.1this regard). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, that each Dollar Working Capital Facility Lender severallyor Multicurrency Working Capital Facility Lender, unconditionally and irrevocably agrees that it shall purchase a participating interest in as applicable, including the applicable Swing Line Loans Lender, make a Dollar Working Capital Facility Loan (“Unrefunded Swing Line Loans”which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Working Capital Facility Lender’s Dollar Working Capital Facility Commitment Percentage or Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (if anya “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of Revolving Credit Loans which would otherwise have been made by such this Section 2.6 shall apply), each Dollar Working Capital Facility Lender pursuant or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available fundseach Relevant Swing Line Lender, the amount ratable portion of its participation (the “Swing Line Participation Amount”), and the proceeds of its Dollar Working Capital Facility Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in Lender available to such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Lender for the account of such Swing Line Lender at such Swing Line Lender’s Applicable Lending Office for Base Rate Loans or Prime Rate Loans, as applicable, prior to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).4:00 p.m. (New York City time) in funds

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentBank, at any time in following occurrence and during the continuance of a Default or Event of Default hereunder, at its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower the Company (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.11:00 a.m., New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which initially shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.8(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.8(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.8(a) and to purchase participating interests pursuant to Section 2.15(a)2.8(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement or any other Loan Document by the Company or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrower may request the Banks to make Revolving Loans which may be applied to repay the Swing Line Agent Loans outstanding. Upon occurrence and during continuance of a Default or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business DayEvent of Default, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shallBank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Reference Rate Advance), in an amount equal to such Lender’s Commitment Bank's Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.7(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“"Unrefunded Swing Line Loans”") in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.7(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “"Swing Line Participation Amount”"), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank's obligation to make the Loans which were referred to have been made by it in Section 2.7(a) and to purchase participating interests pursuant to Section 2.15(a)2.7(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrower may request the Banks to make Revolving Loans which may be applied to repay the Swing Line Agent or the Administrative AgentLoans outstanding. In all cases, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any all Swing Line Loans to that remain outstanding shall be repaid in full on the fifteenth (15th) and last days of each month. Upon occurrence and during continuance of a Borrower shallDefault or Event of Default, the Swing Line Bank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Revolving Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.6(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.6(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.6(a) and to purchase participating interests pursuant to Section 2.15(a)2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article III; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the The Applicable Swing Line Agent or the Administrative AgentLender may, at any time in its sole and absolute discretion maydiscretion, and on the seventh day behalf of (or if such day is not a Business Dayi) US Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans Loan made to a US Borrower, (ii) UK Borrower shallwith respect to any Swing Line Loan made to UK Borrower or Safeline Limited (or if UK Borrower is not able to borrow under the Revolving Facility, on behalf of such US Borrower), or (iii) CH Borrower, with respect to any Swing Line Borrower other than US Borrower, UK Borrower and Safeline Limited (and each such Applicable Borrower hereby irrevocably directs the Applicable Swing Line Agent and Administrative Agent Lender to so act on its behalf and behalf), request each Revolving Facility Lender to make a Revolving Loan to the Applicable Borrower (x) with respect to such Borrower)Credit Suisse First Boston, upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in CHF in an amount equal to such Revolving Facility Lender’s Commitment Percentage 's Pro Rata Share of the CHF Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) Lender outstanding on the date such notice is given, and (y) with respect to each other Swing Line Lender other than Credit Suisse First Boston, in the Applicable Currency of such notice, to repay the Swing Line LendersLoans made by such Swing Line Lender (or, with respect to Scotiabank, as identified and made by it) in an amount equal to such Revolving Facility Lender's Pro Rata Share of the Subsidiary Currency Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Lender outstanding on the date such notice is given. Each Unless any of the events described in subsection 9.1(f) or (g) shall have occurred (in which event the procedures of Section 2.19 shall apply), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied or the aggregate amount of such Revolving Loans is not in the minimum or integral amount otherwise required hereunder, each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Loan available to (x) with respect to US Borrower and UK Borrower, the Administrative Agent for the account of Scotiabank at its the office set forth of the Administrative Agent in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York prior to 11:00 a.m. (New York City timetime with respect to any refunding of a Swing Line Loan made in U.S. Dollars or London, England time with respect to any other Swing Line Loan) in Same Day Funds on the Business Day next succeeding the date such notice is given, and (y) with respect to CH Borrower, the Applicable Swing Line Lender for the account of such noticeApplicable Swing Line Lender at the office of such Applicable Swing Line Lender prior to 11:00 a.m. (local time) in Same Day funds on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the outstanding Swing Line Loans so paid shall no longer be outstanding as of the Applicable Swing Line LoansLender. Notwithstanding any provision hereof All Revolving Loans made pursuant to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower this Section 2.18 shall be LIBOR Rate Loans with an Interest Period of one month (but, subject to the satisfaction other provisions of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance this Agreement, may be continued as LIBOR Rate Loans with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(adifferent Interest Period). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).No Revolving

Refunding of Swing Line Loans. (a) Either the The Swing Line Agent or the Administrative AgentLender, at any time in its sole and absolute discretion may, and on the seventh day Banking Day after the borrowing of a Swing Line Loan by a Borrower (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower Loan has not been repaid in full) shall, on behalf of such Borrower (and each such Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent Lender to so act on its behalf and with respect to such Borrower), ) upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Lender no later than 10:00 A.M., New York City 1:00 p.m. (Boston time, ) on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Committed Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, Borrower in an amount equal to such Lender’s Commitment Bank's Facility Percentage of the amount of such Swing Line Loans of such Borrower Loan (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOAN") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender Bank shall make the amount of such Revolving Committed Credit Loan available to the Administrative Operations Agent at its office set forth in Section 9.2 in immediately available funds, no funds not later than 1:00 P.M., New York City 3:00 p.m. (Boston time, ) on the date of such notice. The proceeds of such Revolving Committed Credit Loans shall be distributed by the Administrative Operations Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Committed Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If If, prior to the making of a Revolving Committed Credit Loan to a Borrower pursuant to Section 2.15(a3.05(a) one hereof, an Event of the events described in paragraph (e) of Section 7 Default shall have occurred with respect to such Borrowerand be continuing, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”the "UNREFUNDED SWING LINE LOANS") in an amount equal to the amount (if any) of Revolving Committed Credit Loans which otherwise would otherwise have been made by such Lender Bank pursuant to Section 2.15(a3.05(a). Each Lender will Bank shall immediately transfer to the Administrative Operations Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”"SWING LINE PARTICIPATION AMOUNT"), and the proceeds of such participation shall be distributed by the Administrative Operations Agent to the Swing Line Lenders Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Lender in their its Swing Line Loans to the amount of the Revolving Committed Credit Loans which were to have been made by it the Swing Line Lender pursuant to Section 2.15(a3.05(a). (c) Whenever, at any time after the Swing Line Lender has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's PRO RATA portion of such payment, if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that, in the event that such payment received by the Swing Line Lender is required to be returned, such Bank will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender with interest, as appropriate. (d) Each Bank's obligation to make the Committed Credit Loans referred to in Section 3.05(a) and to purchase participating interests pursuant to Section 3.05(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 6.02 hereof; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Refunding of Swing Line Loans. (a) Either the The Applicable Swing Line Agent or the Administrative AgentLender may, at any time in its sole and absolute discretion maydiscretion, and on the seventh day (or if such day is not a Business Daybehalf of US Borrower, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans Loan made to a US Borrower, or CH Borrower, with respect to any Swing Line Borrower shall, on behalf of such other than US Borrower (and each such Borrower hereby irrevocably directs the Applicable Swing Line Agent and Administrative Agent Lender to so act on its behalf and behalf), request each Revolving Facility Lender to make a Revolving Loan (x) with respect to such Borrower)Credit Suisse, upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in CHF in an amount equal to such Revolving Facility Lender’s Commitment Percentage 's Pro Rata Share of the Dollar Equivalent amount of the CHF Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) Lender outstanding on the date such notice is given and (y) with respect to each other Swing Line Lender other than Credit Suisse, in the Offshore Currency of such notice, to repay the Swing Line LendersLoans made by such Swing Line Lender (or, with respect to Scotiabank, as identified and made by it) in an amount equal to such Revolving Facility Lender's Pro Rata Share of the Dollar Equivalent amount of the principal amount of the Swing Line Loans made by such Swing Line Lender outstanding on the date such notice is given. Each Unless any of the events described in subsection 9.1(f) or (g) shall have occurred (in which event the procedures of Section 2.19 shall apply), and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied or the aggregate amount of such Revolving Loans is not in the minimum or integral amount otherwise required hereunder, each Revolving Facility Lender shall make the amount proceeds of such its Revolving Credit Loan available to the Administrative Agent for the account of the Applicable Swing Line Lender at its the office set forth of the Administrative Agent in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York prior to 11:00 a.m. (New York City timetime with respect to any refunding of a Swing Line Loan made in U.S. Dollars or London, England time with respect to any other Swing Line Loan) in Same Day Funds on the Business Day next succeeding the date of such noticenotice is given. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the outstanding Swing Line Loans so paid shall no longer be outstanding as of the Applicable Swing Line LoansLender. Notwithstanding any provision hereof All Revolving Loans made pursuant to this Section 2.18 shall be LIBOR Rate Committed Loans with an Interest Period of one month (but, subject to the contraryother provisions of this Agreement, if prior may be continued as LIBOR Rate Committed Loans with a different Interest Period). No Revolving Facility Lender need make any Loan under this Section 2.18 (x) with respect to the seventh day Credit Suisse, other than in CHF and (or if such day is not a Business Day, the next Business Day following such seventh dayy) after the Borrowing Date with respect to any other Swing Line LoanLender, unless the Swing Line Loan has been made in accordance with subsection 2.16(b). Notwithstanding any other provision of this Agreement, if any Swing Line Lender lending such shall have made Swing Line Loan requests the refunding of such Loans to a Subsidiary Swing Line Loan as described Borrower in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction excess of the applicable conditions precedent thereto set forth Subsidiary Swing Line Borrower Sublimit of such Subsidiary Swing Line Borrower (or, with respect to M-T AG, in Section 4 (unless otherwise waived in accordance with Section 9.1excess of the CHF Equivalent of the Subsidiary Swing Line Borrower Sublimit of M-T AG). (c) If prior , no Lender shall have any obligation to the making of make a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a)excess.

Refunding of Swing Line Loans. (a) Either the Swing Line Agent Lender or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent Lender and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent Lender to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), and each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Xxxxxx's Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “"Refunded Swing Line Loans”") outstanding on the date of such notice, to repay the Swing Line LendersLender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Lender and immediately applied by the Swing Line Lenders Lender to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).

Refunding of Swing Line Loans. (a) Either At any time permitted hereunder, the Borrower may request the Banks to make Revolving Loans which may be applied to repay the Swing Line Agent or the Administrative AgentLoans outstanding. In all cases, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any all Swing Line Loans to that remain outstanding shall be repaid in full on the fifteenth (15th) and last days of each month. Upon occurrence and during continuance of a Borrower shallDefault or Event of Default, the Swing Line Bank may, on behalf of such the Borrower (and each Borrower which hereby irrevocably directs the Swing Line Agent and Administrative Agent Bank to so act on its behalf and with respect to such Borrowerbehalf), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, Bank no later than 10:00 A.M.12:00 noon, New York City Minneapolis time, on the relevant refunding date, request each Lender Bank to make, and, subject to Section 2.2(b), and each Lender Bank hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower(which shall be a Base Rate Advance), in an amount equal to such LenderBank’s Commitment Percentage of the aggregate amount of such the Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the refund such Swing Line LendersLoans. Each Lender Bank shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M.p.m., New York City Minneapolis time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders Bank and immediately applied by the Swing Line Lenders Bank to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of If, for any Swing Line Loan hereunder at reason, Revolving Loans may not be (as determined by the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth Agent in Section 4 (unless otherwise waived in accordance with Section 9.1its sole discretion). (c) If prior to the making of a Revolving Credit Loan to a Borrower , or are not, made pursuant to Section 2.15(a2.6(a) one of to repay Swing Line Loans, then, effective on the events described in paragraph (e) of Section 7 shall date such Revolving Loans would otherwise have occurred with respect to such Borrowerbeen made, each Lender Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable such Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender Bank pursuant to Section 2.15(a2.6(a). Each Lender Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders Bank in their its Swing Line Loans. (c) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s Swing Line Participation Amount, the Swing Line Bank receives any payment on account of the Swing Line Loans, the Swing Line Bank will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the amount of Swing Line Bank any portion thereof previously distributed to it by the Revolving Credit Swing Line Bank. (d) Each Bank’s obligation to make the Loans which were referred to have been made by it in Section 2.6(a) and to purchase participating interests pursuant to Section 2.15(a)2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions precedent specified in Article III; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.