Common use of Refunding of Swingline Loans Clause in Contracts

Refunding of Swingline Loans. (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Date. (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan shall be refunded by Lender may, in its sole discretion, give notice to the Revolving Lenders on that the fifth Business Day after Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars or Euros, as applicable (provided that (x) such notice shall be deemed to have been automatically given upon the corresponding Loan Date occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Article X and (y) if a Sharing Event shall have occurred, all such Swingline Loan Loans shall be denominated in Dollars in accordance with the provisions of Section 2.16, and refunded through a Mandatory Borrowing denominated in Dollars as provided below), in which case one or more Borrowings of Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such dateBorrowing, a “Swingline Refund DateMandatory Borrowing”). Such refundings ) shall be made by on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from all Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records (without giving effect to any termination of the AgentTotal Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Lender’s RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X), and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender shall fund its respective Pro Rata Share of hereby irrevocably agrees to make Revolving Loans as required upon one (1) Business Day’s notice (or, with respect to repay Swingline Loans outstanding Mandatory Borrowings denominated in Euros, upon two (2) Business Days’ notice) pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender no later than 11:00 a.m. notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Article VI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the applicable Swingline Refund Date. date otherwise required above (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth commencement of a proceeding of the type referred to in Section 3.2. Further10.05 with respect to any of the Revolving Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Revolving Borrowers on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing Revolving Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount first three days (appropriately adjustedor, in the case of interest paymentsEuro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Revolving Loans maintained as Base Rate Loans or Euro Rate Loans, as applicable, hereunder for each day thereafter. Notwithstanding anything to the contrary contained above in this Section 2.122.01(h), upon the Swingline Lender shall not be obligated to make any portion occurrence of a Sharing Event, all outstanding Swingline Loan attributable Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to any Defaulting Lenderthe extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) a Mandatory Borrowing shall be effected with respect thereto in accordance with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to provisions of this Section 2.11(a)(ii2.01(h)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (ai) Each Swingline Loan Loans shall be refunded by the Revolving Lenders on demand by the fifth Business Day after the corresponding Loan Date of such applicable Swingline Loan (each such date, a “Swingline Refund Date”)Lender. Such refundings shall be made by the Revolving Lenders in accordance with proportionately to their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by of the Revolving Lenders made to the applicable Borrowers on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay the applicable Swingline Loans outstanding to the applicable Swingline Lender upon demand by such Swingline Lender but in no event later than 11:00 a.m. 1:00 p.m. on the applicable next succeeding Business Day after such demand is made. No Lender’s obligation to fund its respective Pro Rata Share of a Swingline Refund Date. (b) If Loan shall be affected by any Revolving Lender did not other Lender’s failure to fund its Pro Rata Share of a Swingline Loan on Loan, nor shall any Lender’s Pro Rata Share be increased as a result of any such failure of any other Lender to fund its Pro Rata Share of a Swingline Loan. (ii) The applicable Borrowers shall pay to the applicable Swingline Refund Date Lender on demand the amount of such Swingline Loans (in the applicable currency in which such amount which Swingline Loan was initially funded) to the extent amounts received from Lenders are not fundedsufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the “Unfunded applicable Borrowers hereby authorize Agent to charge any account maintained by such applicable Borrowers with the applicable Swingline Refund Amount”), Lender (up to the Borrower shall be deemed amount available therein) in order to immediately pay such Swingline Lender the amount of the applicable Swingline Loans (without any additional action requiredin the applicable currency in which such Swingline Loan was initially funded) to request a Revolving Loan the extent amounts received from Lenders are not sufficient to repay in an amount equal full the outstanding Swingline Loans requested or required to the Unfunded Swingline Refund Amountbe refunded. The Agent shall give notice If any portion of any such deemed Revolving Loan request amount paid to a Swingline Lender shall be recovered by or on behalf of the Revolving Lenders. When receivedapplicable Borrowers from a Swingline Lender in bankruptcy or otherwise, the proceeds loss of the amount so recovered shall be ratably shared among all Lenders in accordance with their respective Pro Rata Share (unless the amounts so recovered by or on behalf of such Revolving applicable Borrowers pertain to a Swingline Loan shall be applied to refund each extended after the occurrence and during the continuance of an Event of Default of which the applicable Swingline Lender has received notice in the manner required pursuant to Section 13.4 and which was such Event of Default has not refunded on been waived by the Swingline Refund DateRequired Lenders or the Lenders, as applicable). (ciii) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 2.3 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.24. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.122.3, an Insolvency Event relating to one of the Borrower events described in Section 11.1(f), (g) or (h) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in the any Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the such Swingline Lender, in immediately available fundsfunds in the applicable currency in which each Swingline Loan was funded, the amount of its participation and upon receipt thereof the such Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the a Swingline Lender has received from any Lender such XxxxxxLender’s participating interest in a Swingline Loan, the such Swingline Lender receives any payment on account thereof, the such Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such XxxxxxLender’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth (5th) Business Day after the corresponding Loan Date of such Swingline Loan (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Date. (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.122.11, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.122.11, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii2.9(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Date. (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such XxxxxxLender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such XxxxxxLender’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. As often as the Agent, in its sole discretion deems appropriate, but in no event later than 10:00 a.m. (aPacific time) Each on each Wednesday (or the next Business Day if such Wednesday is not a Business Day) (each a “Settlement Date”), the Swingline Lender shall require (and the Lenders and the Borrower agree that the Swingline Lender shall have the right, in its sole discretion, to require) that the then outstanding Swingline Loans be refinanced as a Revolving Loan. Such Revolving Loan shall be refunded a Base Rate Loan unless otherwise requested by and available to the Borrower hereunder. Upon receipt of such notice by the Revolving Lenders on Borrower and the fifth Business Day after the corresponding Loan Date of such Swingline Loan (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Date. (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”)Lenders, the Borrower shall be deemed (without any additional action required) deemed, on such day, to request have requested a Revolving Loan in an the principal amount equal to of the Unfunded Swingline Refund AmountLoan in accordance with Sections 2.2(a) and 2.5 hereof (other than the requirement set forth in Section 2.5(d) hereof). The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Such Revolving Loan shall be applied evidenced by the Revolving Credit Notes (or, if a Lender has not requested a Revolving Credit Note, by the records of the Agent and such Lender). Each Lender agrees to refund each Swingline Lender which was not refunded make a Revolving Loan on the Swingline Refund Date. (c) date of such notice, subject to no conditions precedent whatsoever. Each Lender acknowledges and agrees that its such Lender’s obligation to refund Swingline Loans in accordance with the terms of make a Revolving Loan pursuant to Section 2.2(a) hereof when required by this Section 2.2(c)(ii) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the occurrence and continuance of a Default or Event of Default, and that its payment to the Agent, for the account of the conditions set forth in Section 3.2Swingline Lender, of the proceeds of such Revolving Loan shall be 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. Further, each Lender agrees The Borrower irrevocably authorizes and acknowledges that if prior instructs the Agent to apply the refunding proceeds of any outstanding Swingline Loans borrowing pursuant to this Section 2.12, an Insolvency Event relating 2.2(c)(ii) to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest repay in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of full such Swingline Loan. Each Lender will immediately transfer is hereby authorized to the Swingline Lenderrecord on its records relating to its Revolving Credit Note (or, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to if such Lender has not requested a certificate evidencing Revolving Credit Note, its records relating to Revolving Loans) such participation dated Lender’s pro rata share of the date of receipt of amounts paid to refund such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (ai) Each Swingline Loan Loans shall be refunded by the Revolving Revolver Lenders on demand by the fifth Business Day after the corresponding Loan Date of such Swingline Loan (each such date, a “Swingline Refund Date”)Lender. Such refundings shall be made by the Revolving Revolver Lenders in accordance with their respective Pro Rata Shares Percentage Share and shall thereafter be reflected as Revolving Revolver Loans by of the Revolving Revolver Lenders on the books and records of the Administrative Agent. Each Revolving Revolver Lender shall fund its respective Pro Rata Percentage Share of Revolving Revolver Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 11:00 a.m. 1:00 p.m. on the applicable Swingline Refund Date. (b) If any Revolving Lender did not next succeeding Business Day after such demand is made. No Revolver Lender’s obligation to fund its Pro Rata respective Percentage Share of a Swingline Loan shall be affected by any other Revolver Lender’s failure to fund its Percentage Share of a Swingline Loan, nor shall any Revolver Lender’s Percentage Share be increased as a result of any such failure of any other Revolver Lender to fund its Percentage Share of a Swingline Loan. (ii) The Borrower shall pay to the Swingline Lender on demand the applicable amount of such Swingline Refund Date (such amount which was Loans to the extent amounts received from the Revolver Lenders are not funded, sufficient to repay in full the “Unfunded outstanding Swingline Refund Amount”)Loans requested or required to be refunded. In addition, the Borrower shall be deemed hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (without any additional action required) to request a Revolving Loan in an amount equal up to the Unfunded amount available therein) in order to immediately pay the Swingline Refund AmountLender the amount of such Swingline Loans to the extent amounts received from the Revolver Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. The Agent shall give notice If any portion of any such deemed Revolving Loan request amount paid to the Revolving Lenders. When receivedSwingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the proceeds loss of such Revolving Loan the amount so recovered shall be applied ratably shared among all the Revolver Lenders in accordance with their respective Percentage Share in respect of the Revolver Facility (unless the amounts so recovered by or on behalf of the Borrower pertain to refund each a Swingline Lender Loan extended after the occurrence and during the continuance of an Event of Default of which was the Administrative Agent has received notice in the manner required pursuant to Section 12.02 and which such Event of Default has not refunded on been waived by the Swingline Refund DateRequired Lenders or the Lenders, as applicable). (ciii) Each Revolver Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2Article VI. Further, each Revolver Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 2.12, an Insolvency Event relating to the Borrower 10.01(f) or (g) shall have occurred, each Revolver Lender will, on the date the applicable Revolver Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Percentage Share of the aggregate amount of such Swingline Loan. Each Revolver Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Revolver Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Revolver Lender such XxxxxxRevolver Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolver Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such XxxxxxRevolver Lender’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the ABL Lenders (awhich notice the Swingline Lender shall provide to the ABL Lenders not less than once during each week that any Swingline Loans are outstanding) Each that the outstanding U.S. ABL Borrowers Swingline Loan Loans or European Borrower Swingline Loans in a given Available Currency shall be refunded by funded with a Borrowing of U.S. ABL Borrowers Revolving Loans or European Borrower Revolving Loans, as the case may be, in such Available Currency (provided that such notice shall be deemed to have been automatically given with respect to all outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of U.S. ABL Borrowers Revolving Lenders on Loans or European Borrower Revolving Loans, as the fifth Business Day after case may be, denominated in the corresponding Loan Date of such Swingline Loan respective Available Currency (each such dateBorrowing, a “Swingline Refund DateMandatory Borrowing”). Such refundings ) shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books third succeeding Business Day by all ABL Lenders pro rata based on each such ABL Lender’s RL Facility Percentage and records of the Agent. Each Revolving Lender proceeds thereof shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding be applied directly to the Swingline Lender no later than 11:00 a.m. to repay the Swingline Lender for such outstanding Swingline Loans. Each ABL Lender hereby irrevocably agrees to make U.S. ABL Borrowers Revolving Loans (in the case of a refunding of U.S. ABL Borrowers Swingline Loans) and European Borrower Revolving Loans (in the case of a refunding of European Borrower Swingline Loans) in the relevant Available Currency or Available Currencies upon three Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the applicable date specified in writing by the Swingline Refund Date. Lender notwithstanding (bi) If that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the amount of the Total Revolving Loan Commitment at such time and (vi) the amount of the Revolving Loan Commitment of such ABL Lender did at such time. In the event that any Mandatory Borrowing cannot fund its Pro Rata Share of a Swingline Loan for any reason be made on the applicable Swingline Refund Date date otherwise required above (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion commencement of a Swingline Loan attributable to proceeding under any Defaulting Lenderbankruptcy, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower reorganization, dissolution, insolvency, receivership, administration or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) liquidation or similar law with respect to any Borrower), then each ABL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such Defaulting Lenderdate and prior to such purchase) from the Swingline Lender such participations in such outstanding Swingline Loans as shall be necessary to cause such ABL Lenders to share in such Swingline Loans ratably based upon their respective RL Facility Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing ABL Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made in the relevant Available Currency.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be refunded by funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.1(e) or upon the exercise of any of the remedies provided in Section 11.2), in which case one or more Borrowings of Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans constituting Base Rate Loans (each such dateBorrowing, a “Swingline Refund Date”). Such refundings "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Lenders in accordance with their respective Pro Rata Shares Loan Commitments pursuant to Section 11.2) and the proceeds thereof shall thereafter be reflected as Revolving Loans applied directly by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory infoUSA Credit Agreement Borrowing in the amount and in the manner specified in the preceding sentence and on the applicable date specified in writing by the Swingline Refund Date.Lender notwithstanding (bi) If the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Article VII are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Lender did Loan Commitment at such time. In the event that any Mandatory Borrowing cannot fund its Pro Rata Share of a Swingline Loan for any reason be made on the applicable Swingline Refund Date date otherwise required above (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Furthercommencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11.2), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing RL Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, first three days and at the Swingline Lender will distribute rate otherwise applicable 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 Xxxxxx’s participating interest was outstanding and funded)Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the Dollar Facility RL Lenders that the outstanding Swingline Loans shall be refunded by funded with a Borrowing of Dollar Facility Revolving Loans in Dollars (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Dollar Facility Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans (each such dateBorrowing, a “Swingline Refund DateMandatory Dollar Facility RL Borrowing”). Such refundings ) shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders provided on the books third succeeding Business Day by all Dollar Facility RL Lenders pro rata based on each such Dollar Facility RL Lender’s Dollar Facility RL Percentage and records of the Agent. Each Revolving Lender proceeds thereof shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding be applied directly to the Swingline Lender no later than 11:00 a.m. to repay the Swingline Lender for such outstanding Swingline Loans. Each Dollar Facility RL Lender hereby irrevocably agrees to make Dollar Facility Revolving Loans (in the case of a refunding of Swingline Loans) upon one Business Day’s notice pursuant to each Mandatory Dollar Facility RL Borrowing in the amount and in the manner specified in the preceding sentence and on the applicable date specified in writing by the Swingline Refund Date. Lender notwithstanding (bi) If that the amount of the Mandatory Dollar Facility RL Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Sections 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Dollar Facility RL Borrowing, (v) the amount of the Total Dollar Facility Revolving Loan Commitment at such time and (vi) the amount of the Dollar Facility Revolving Loan Commitment of such Dollar Facility RL Lender did at such time. In the event that any Mandatory Dollar Facility RL Borrowing cannot fund its Pro Rata Share of a Swingline Loan for any reason be made on the applicable Swingline Refund Date date otherwise required above (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion commencement of a Swingline Loan attributable to proceeding under any Defaulting Lenderbankruptcy, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower reorganization, dissolution, insolvency, receivership, administration or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) liquidation or similar law with respect to any Borrower), then each Dollar Facility RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Dollar Facility RL Borrowing would otherwise have occurred, but adjusted for any payments received from the U.S. Borrower on or after such Defaulting Lenderdate and prior to such purchase) from the Swingline Lender such participations in such outstanding Swingline Loans as shall be necessary to cause such Dollar Facility RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Facility RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Dollar Facility RL Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Dollar Facility RL Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Dollar Facility Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Refunding of Swingline Loans. (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Date. (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.122.11, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such XxxxxxLxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such XxxxxxLxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.122.11, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii2.9(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Lender shall be refunded deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Revolving Lenders on the fifth Business Day after the corresponding Loan Date of Swingline Lender without recourse or warranty, an undivided interest and participation in such Swingline Loan (each such in proportion to its Revolving Percentage of the Revolving Commitment. The Swingline Lender may, at any time, require the Lenders to fund their participations. From and after the date, a “if any, on which any Lender is required to fund its participation in any Swingline Refund Date”). Such refundings Loan purchased hereunder, the Administrative Agent shall be made promptly distribute to such Lender, such Lender’s Revolving Percentage of all payments of principal and interest and all proceeds of Collateral received by the Revolving Lenders Administrative Agent in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records respect of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Datesuch Loan. (b) If The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis or on any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on date that the applicable Swingline Refund Date (such amount which was not fundedAdministrative Agent elects, by notifying the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds Lenders of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected requested Settlement by any circumstance whatsoeverfacsimile, includingtelephone, without limitation, nonor e-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, mail no later than 12:00 noon New York City time on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loanrequested Settlement (the “Settlement Date”). Each Lender will immediately transfer to (other than the Swingline Lender, in immediately available funds, the case of the Swingline Loans) shall transfer the amount of its participation such Lender’s Revolving Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., New York City time, on such Settlement Date. Settlements may occur during the existence of a Default and upon receipt thereof whether or not the applicable conditions precedent set forth in Section 5.2 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt Lender’s Swingline Loans and, together with Swingline Lender’s Revolving Percentage of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives shall constitute Revolving Loans of such Lenders, respectively. If any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything is not transferred to the contrary contained in this Section 2.12Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall not be obligated entitled to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline recover such amount on demand from such Lender has entered into arrangements (which may include the delivery of cash collateral) together with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to interest thereon as specified in Section 2.11(a)(ii3.8(d)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be refunded by funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans constituting Base Rate Loans (each such dateBorrowing, a “Swingline Refund Date”). Such refundings "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Lenders in accordance with their respective Pro Rata Shares Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall thereafter be reflected as Revolving Loans applied directly by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the applicable date specified in writing by the Swingline Refund Date.Lender notwithstanding (bi) If the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Lender did Loan Commitment at such time. In the event that any Mandatory Borrowing cannot fund its Pro Rata Share of a Swingline Loan for any reason be made on the applicable Swingline Refund Date date otherwise required above (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Furthercommencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing RL Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, first three days and at the Swingline Lender will distribute rate otherwise applicable 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 Xxxxxx’s participating interest was outstanding and funded)Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be refunded by funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.1(e) or upon the exercise of any of the remedies provided in Section 11.2), in which case one or more Borrowings of Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans constituting Base Rate Loans (each such dateBorrowing, a “Swingline Refund Date”). Such refundings "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Lenders in accordance with their respective Pro Rata Shares Loan Commitments pursuant to Section 11.2) and the proceeds thereof shall thereafter be reflected as Revolving Loans applied directly by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the applicable date specified in writing by the Swingline Refund Date.Lender notwithstanding (bi) If the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, infoUSA Amended and Restated Credit Agreement (ii) whether any conditions specified in Article VII are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Lender did Loan Commitment at such time. In the event that any Mandatory Borrowing cannot fund its Pro Rata Share of a Swingline Loan for any reason be made on the applicable Swingline Refund Date date otherwise required above (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Furthercommencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11.2), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing RL Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, first three days and at the Swingline Lender will distribute rate otherwise applicable 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 Xxxxxx’s participating interest was outstanding and funded)Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the Dollar Facility RL Lenders that the outstanding Swingline Loans shall be refunded by funded with a Borrowing of Dollar Facility Revolving Loans in U.S. Dollars (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under clause (h), (i) or (j) of Section 11 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case a Borrowing of Dollar Facility Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans (each such dateBorrowing, a “Swingline Refund Date”). Such refundings "Mandatory Dollar Facility RL Borrowing") shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books next succeeding Business Day by all Dollar Facility RL Lenders pro rata based on each such Dollar Facility RL Lender's Dollar Facility RL Percentage and records of the Agent. Each Revolving Lender proceeds thereof shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding be applied directly to the Swingline Lender no later than 11:00 a.m. to repay the Swingline Lender for such outstanding Swingline Loans. Each Dollar Facility RL Lender hereby irrevocably agrees to make Dollar Facility Revolving Loans upon one Business Day's notice pursuant to each Mandatory Dollar Facility RL Borrowing in the amount and in the manner specified in the preceding sentence and on the applicable date specified in writing by the Swingline Refund Date. Lender notwithstanding (bi) If that the amount of the Mandatory Dollar Facility RL Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Dollar Facility RL Borrowing, (v) the amount of the Total Dollar Facility Revolving Loan Commitment at such time and (vi) the amount of the Dollar Facility Revolving Loan Commitment of such Dollar Facility RL Lender did at such time. In the event that any Mandatory Dollar Facility RL Borrowing cannot fund its Pro Rata Share of a Swingline Loan for any reason be made on the applicable Swingline Refund Date date otherwise required above (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Furthercommencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to either Borrower), then each Dollar Facility RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Dollar Facility RL Borrowing would otherwise have occurred, but adjusted for any payments received from either Borrower on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in such outstanding Swingline Loans as shall be necessary to cause such Dollar Facility RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Facility RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing Dollar Facility RL Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Dollar Facility RL Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, first three days and at the Swingline Lender will distribute rate otherwise applicable 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 Xxxxxx’s participating interest was outstanding and funded)Dollar Facility Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the Revolving Credit Lenders that the Swingline Lender’s outstanding Swingline Loans shall be refunded by funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans constituting Base Rate Loans (each such dateBorrowing, a “Swingline Refund DateMandatory Borrowing”). Such refundings ) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each Lender’s Revolving Credit Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by Swingline Lender to repay the Revolving Lenders on the books and records of the AgentSwingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender shall fund its respective Pro Rata Share of hereby irrevocably agrees to make Revolving Loans as required upon one Business Day’s notice pursuant to repay Swingline Loans outstanding to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender no later than 11:00 a.m. notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the applicable Swingline Refund Date. date otherwise required above (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Furthercommencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Revolving Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Credit Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing Revolving Credit Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of the participation so purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, first three days and at the Swingline Lender will distribute rate otherwise applicable 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 Xxxxxx’s participating interest was outstanding and funded)Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be refunded by funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans constituting Base Rate Loans (each such dateBorrowing, a “Swingline Refund Date”). Such refundings "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Lenders in accordance with their respective Pro Rata Shares Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall thereafter be reflected as Revolving Loans applied directly by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the applicable date specified in writing by the Swingline Refund Date.Lender notwithstanding (bi) If the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Lender did Loan Commitment at such time. In the event that any Mandatory Borrowing cannot fund its Pro Rata Share of a Swingline Loan for any reason be made on the applicable Swingline Refund Date date otherwise required above (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Furthercommencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing RL Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, first three days and at the Swingline Lender will distribute rate otherwise applicable 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 Xxxxxx’s participating interest was outstanding and funded)Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan shall be refunded by Lender may, in its sole discretion, give notice to the Revolving Lenders on that the fifth Business Day after Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the corresponding Loan Date occurrence of such Swingline Loan a Default or an Event of Default under Section 11.1(e) or upon the exercise of any of the remedies provided in Section 11.2), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such dateBorrowing, a “Swingline Refund DateMandatory Borrowing”). Such refundings ) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Revolving Lender’s Revolving Percentage (determined before giving effect to any termination of the Revolving Lenders’ Commitments pursuant to Section 11.2) and the proceeds thereof shall be applied directly by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by Swingline Lender to repay the Revolving Lenders on the books and records of the AgentSwingline Lender for such outstanding Swingline Loans. Each Revolving Lender shall fund its respective Pro Rata Share of hereby irrevocably agrees to make Revolving Loans as required upon one Business Day’s notice pursuant to repay Swingline Loans outstanding to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Date.notwithstanding: (bi) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Article VII are then satisfied, (iii) whether a certificate evidencing such participation dated Default or an Event of Default then exists, (iv) the date of receipt of such funds and for such amount. WheneverMandatory Borrowing, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded).and (dv) Notwithstanding anything to the contrary contained in this Section 2.12, amount of the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or Total Revolving Facility Amount at such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lendertime.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan shall be refunded by Lender may, in its sole discretion, give notice to the Revolving Lenders on that the fifth Business Day after Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars or Euros, as applicable (provided that (x) such notice shall be deemed to have been automatically given upon the corresponding Loan Date occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Article X and (y) if a Sharing Event shall have occurred, all such Swingline Loan Loans shall be denominated in Dollars in accordance with the provisions of Section 2.16, and refunded through a Mandatory Borrowing denominated in Dollars as provided below), in which case one or more Borrowings of Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such dateBorrowing, a “Swingline Refund DateMandatory Borrowing”). Such refundings ) shall be made by on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from all Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records (without giving effect to any termination of the AgentTotal Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Lender’s RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X), and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender shall fund its respective Pro Rata Share of hereby irrevocably agrees to make Revolving Loans as required upon one (1) Business Day’s notice (or, with respect to repay Swingline Loans outstanding Mandatory Borrowings denominated in Euros, upon two (2) Business Days’ notice) pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender no later than 11:00 a.m. notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Article VI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the applicable Swingline Refund Date. date otherwise required above (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth commencement of a proceeding of the type referred to in Section 3.2. Further10.05 with respect to any of the Revolving Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Revolving Borrowers on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing Revolving Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, overnight Federal Funds Rate for the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount first three days (appropriately adjustedor, in the case of interest paymentsEuro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Revolving Loans maintained as Base Rate Loans or EuroEurocurrency Rate Loans, as applicable, hereunder for each day thereafter. Notwithstanding anything to the contrary contained above in this Section 2.122.01(h), upon the Swingline Lender shall not be obligated to make any portion occurrence of a Sharing Event, all outstanding Swingline Loan attributable Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to any Defaulting Lenderthe extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) a Mandatory Borrowing shall be effected with respect thereto in accordance with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to provisions of this Section 2.11(a)(ii2.01(h)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each With respect to any Swingline Loan shall be refunded Loans which have not been repaid by the Revolving Borrower pursuant to Section 2.09 or voluntarily prepaid by the Borrower pursuant to Section 2.10, the Administrative Agent, on behalf of the Swingline Lender, shall request settlement (“Settlement”) with the Lenders on a weekly basis (or on a more frequent basis if so determined by the fifth Administrative Agent on behalf of the Swingline Lender), no later than 2:00 p.m. (New York City time) at least one Business Day after in advance of the corresponding Loan Date proposed date of such Swingline Loan requested Settlement (each the date of such date, a requested Settlement being the “Swingline Refund Settlement Date”). Such refundings notice shall be request that each Lender holding a Revolving Credit Exposure make a Multicurrency Loan or Dollar Loan, as applicable, that is an ABR Loan (each a “Refunding Loan”) to the Borrower on such Settlement Date such that the amount of all such Loans is equal to the amount of Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Refunding Loans made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by other than the Revolving Lenders on the books and records of the Agent. Each Revolving Swingline Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding be immediately delivered by Administrative Agent to the Swingline Lender no later than 11:00 a.m. (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swingline Loans and (2) on the applicable Swingline Refund Date. (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (day such amount which was not fundedRefunding Loans are made, the “Unfunded Swingline Refund Amount”), Lender’s pro rata share of the Borrower Refunded Swingline Loans shall be deemed (without any additional action required) to request be paid with the proceeds of a Revolving Refunding Loan in an amount equal made by the Swingline Lender to Borrower, and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans but shall instead constitute part of the Swingline Lender’s outstanding Multicurrency Loans or Dollar Loans, as applicable, to the Unfunded Swingline Refund AmountBorrower. The Agent shall give notice If any portion of any such amount paid (or deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (dpaid) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate should be recovered by or on behalf of the Borrower from the Swingline Lender’s Fronting Exposure (after giving effect to Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.11(a)(ii)) with respect to any such Defaulting Lender2.17.

Refunding of Swingline Loans. (aA) Each On any Business Day, the Swingline Loan Lender may, in its sole discretion, give notice to the RL Lenders that the outstanding Swingline Loans shall be refunded by funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given with respect to all outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan Loans maintained as Base Rate Loans (each such dateBorrowing, a “Swingline Refund Date”). Such refundings "Mandatory Borrowing") shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage and records of the Agent. Each Revolving Lender proceeds thereof shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding be paid directly to the Swingline Lender no later than 11:00 a.m. on and applied by the applicable Swingline Refund DateLender to repay all outstanding Swingline Loans. (bB) If any Each RL Lender hereby irrevocably agrees to make Revolving Lender did not fund its Pro Rata Share of a Swingline Loan Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sub-clause (A) and on the applicable date specified in writing by the Swingline Refund Date Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the amount which was not funded, of the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Total Revolving Loan in an amount equal to Commitment or the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Total Available Revolving Loan request to Commitment at such time and (vi) the amount of the Revolving Lenders. When received, the proceeds Loan Commitment or Available Revolving Loan Commitment of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Dateat such time. (cC) Each Lender acknowledges and agrees In the event that its obligation to refund Swingline Loans in accordance with any Mandatory Borrowing cannot for any reason be made on the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, date otherwise required above (including, without limitation, non-satisfaction as a result of the conditions set forth in Section 3.2. Furthercommencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and acknowledges that if prior to such purchase) from the refunding of any Swingline Lender such participations in such outstanding Swingline Loans as shall be necessary to cause such RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, and (y) at the time any purchase of participations pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been sentence is actually made, purchase an undivided participating interest in the Swingline Loan purchasing RL Lender shall be required to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof pay the Swingline Lender will deliver interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to such Lender a certificate evidencing such participation dated but excluding the date of receipt of such funds and payment for such amount. Wheneverparticipation, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute rate otherwise applicable 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 Xxxxxx’s participating interest was outstanding and funded)Revolving Loans maintained as Base Rate Loans. (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.

Refunding of Swingline Loans. (a) Each On any Business Day, the Swingline Loan shall be refunded by Lender may, in its sole discretion, give notice to the Revolving Lenders on that the fifth Business Day after Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars or Euros, as applicable (provided that (x) such notice shall be deemed to have been automatically given upon the corresponding Loan Date occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Article X and (y) if a Sharing Event shall have occurred, all such Swingline Loan Loans shall be denominated in Dollars in accordance with the provisions of Section 2.16, and refunded through a Mandatory Borrowing denominated in Dollars as provided below), in which case one or more Borrowings of Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such dateBorrowing, a “Swingline Refund DateMandatory Borrowing”). Such refundings ) shall be made by on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from all Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records (without giving effect to any termination of the AgentTotal Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Lender’s RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X), and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender shall fund its respective Pro Rata Share of hereby irrevocably agrees to make Revolving Loans as required upon one (1) Business Day’s notice (or, with respect to repay Swingline Loans outstanding Mandatory Borrowings denominated in Euros, upon two (2) Business Days’ notice) pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender no later than 11:00 a.m. notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Article VI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the applicable Swingline Refund Date. date otherwise required above (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction as a result of the conditions set forth commencement of a proceeding of the type referred to in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) 10.05 with respect to any such Defaulting Lender.of the 70 150546217_8170136845_8

Refunding of Swingline Loans. (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business Day after the corresponding Loan Date of such Swingline Loan (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Revolving Loans by the Revolving Lenders on the books and records of the Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender no later than 11:00 a.m. on the applicable Swingline Refund Date. (b) If any Revolving Lender did not fund its Pro Rata Share of a Swingline Loan on the applicable Swingline Refund Date (such amount which was not funded, the “Unfunded Swingline Refund Amount”), the Borrower shall be deemed (without any additional action required) to request a Revolving Loan in an amount equal to the Unfunded Swingline Refund Amount. The Agent shall give notice of any such deemed Revolving Loan request to the Revolving Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Borrower shall have occurred, each Lender will, on the date the applicable Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded).and (d) Notwithstanding anything to the contrary contained in this Section 2.12, the Swingline Lender shall not be obligated to make any portion of a Swingline Loan attributable to any Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect to any such Defaulting Lender.