Common use of Refunding of Swingline Loans Clause in Contracts

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the 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 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 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 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 prior to such purchase) from the 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business DayDay 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 mayno 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 its sole discretion, 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 that Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Lender’s outstanding Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund 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 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 Loans shall be denominated in Dollars in accordance with the provisions terms of this Section 2.16is absolute and unconditional and shall not be affected by any circumstance whatsoever, 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result non-satisfaction of the commencement of a proceeding of the type referred to conditions set forth in Section 10.05 with respect 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any of outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Revolving Borrowers)Borrower shall have occurred, then each Revolving Lender hereby agrees that it shall forthwith purchase (as of will, on the date the Mandatory Borrowing applicable Loan would otherwise have occurredbeen made, but adjusted for any payments received from purchase an undivided participating interest in the Revolving Borrowers on or after Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such date Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and prior to such purchase) from upon receipt thereof the Swingline Lender will deliver to such participations in Lender a certificate evidencing such participation dated the outstanding Swingline Loans as shall be necessary to cause date of receipt of such Revolving Lenders to share in funds and for such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to amount. Whenever, at 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 time after the Swingline Lender until the date as of which the respective participation is required to be purchased andhas received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, 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 Revolving Lender shall be required to pay the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest on the principal in such amount of 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 overnight Federal Funds Rate for the first three days (orappropriately adjusted, in the case of Euro Denominated Swingline Loansinterest payments, to reflect the Administrative Agentperiod of time during which such Xxxxxx’s customary rate for interbank advances in Eurosparticipating interest was outstanding and funded). (d) and at the rate otherwise applicable to 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 2.01(h)2.12, upon the occurrence Swingline Lender shall not be obligated to make any portion of a Sharing EventSwingline Loan attributable to any Defaulting Lender, all outstanding unless the Swingline Loans shall, as provided in Section 2.16, be automatically converted Lender has entered into Dollar Denominated Swingline Loans and, arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the extent Swingline Lender to eliminate the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect thereto in accordance with the provisions of this Section 2.01(h)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 Revolving Lenders that the Swingline Lender’s outstanding (i) Swingline Loans shall be funded with a Borrowing refunded by Lenders on demand by the applicable Swingline Lender. Such refundings shall be made by the Lenders proportionately to their Pro Rata Shares and shall thereafter be reflected as Revolving Loans of the Lenders made to the applicable Borrowers on the books and records of Agent. Each Lender shall fund its respective Pro Rata Share of Revolving Loans denominated as required to repay the applicable Swingline Loans outstanding to the applicable Swingline Lender upon demand by such Swingline Lender but in Dollars or Euros, as applicable (provided that (x) no event later than 1:00 p.m. on the next succeeding Business Day after such notice demand is made. No Lender’s obligation to fund its respective Pro Rata Share of a Swingline Loan shall be deemed affected by any other Lender’s failure to have been automatically given upon fund its Pro Rata Share of a Swingline 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 Lender on demand the amount of such Swingline Loans (in the applicable currency in which such Swingline Loan was initially funded) to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the applicable Borrowers hereby authorize Agent to charge any account maintained by such applicable Borrowers with the applicable Swingline Lender (up to the amount available therein) in order to immediately pay such Swingline Lender the amount of the applicable Swingline Loans (in the applicable currency in which such Swingline Loan was initially funded) to the extent amounts received from Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to a Swingline Lender shall be recovered by or on behalf of the applicable Borrowers from a Swingline Lender in bankruptcy or otherwise, the 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 applicable Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of a Default or an Event of Default under Section 10.05 or upon of which the exercise of any of the remedies provided applicable Swingline Lender has received notice in the last paragraph manner required pursuant to Section 13.4 and which such Event of Article X Default has not been waived by the Required Lenders or the Lenders, as applicable). (iii) Each Lender acknowledges and (y) if a Sharing Event shall have occurred, all such agrees that its obligation to refund Swingline Loans shall be denominated in Dollars in accordance with the provisions terms of this Section 2.162.3 is absolute and unconditional and shall not be affected by any circumstance whatsoever, 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result non-satisfaction of the commencement conditions set forth in Section 4. Further, each Lender agrees and acknowledges that if prior to the refunding of a proceeding any outstanding Swingline Loans pursuant to this Section 2.3, one of the type referred to events described in Section 10.05 with respect to any of the Revolving Borrowers11.1(f), then (g) or (h) shall have occurred, each Revolving Lender hereby agrees that it shall forthwith purchase (as of will, on the date the Mandatory Borrowing applicable Revolving Loan would otherwise have occurredbeen made, but adjusted for purchase an undivided participating interest in any payments received from Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the Revolving Borrowers on or after aggregate amount of such date and prior Swingline Loan. Each Lender will immediately transfer to such purchase) from Swingline Lender, in immediately available funds in the applicable currency in which each Swingline Loan was funded, the amount of its participation and upon receipt thereof such Swingline Lender will deliver to such participations in the outstanding Swingline Loans as shall be necessary to cause Lender a certificate evidencing 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding dated the date of payment receipt of such funds and for such participationamount. Whenever, at the overnight Federal Funds Rate for the first three days any time after a Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, such Swingline Lender receives any payment on account thereof, such Swingline Lender will distribute to such Lender its participating interest in such amount (orappropriately adjusted, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans andinterest payments, to reflect the extent the respective Mandatory Borrowing has not already occurred in respect period of time during which such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(hLender’s participating interest was outstanding and funded).

Refunding of Swingline Loans. On any As often as the Agent, in its sole discretion deems appropriate, but in no event later than 10:00 a.m. (Pacific time) on each Wednesday (or the next Business Day if such Wednesday is not a Business Day) (each a “Settlement Date”), the Swingline Lender mayshall require (and the Lenders and the Borrower agree that the Swingline Lender shall have the right, in its sole discretion, give notice to the Revolving Lenders require) that the Swingline Lender’s then outstanding Swingline Loans be refinanced as a Revolving Loan. Such Revolving Loan shall be funded with a Borrowing Base Rate Loan unless otherwise requested by and available to the Borrower hereunder. Upon receipt of Revolving Loans denominated in Dollars or Euros, as applicable (provided that (x) such notice by the Borrower and the Lenders, the Borrower shall be deemed deemed, on such day, to have been automatically given upon requested a Revolving Loan in the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any principal amount of the remedies provided in the last paragraph of Article X and (y) if a Sharing Event shall have occurred, all such Swingline Loans shall be denominated in Dollars Loan in accordance with Sections 2.2(a) and 2.5 hereof (other than the provisions of requirement set forth in Section 2.16, and refunded through a Mandatory Borrowing denominated in Dollars as provided below2.5(d) hereof), in which case one or more Borrowings of . Such Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such Borrowing, a “Mandatory Borrowing”) Loan shall be made on evidenced by the immediately succeeding Business Day Revolving Credit Notes (or, with respect to if a Lender has not requested a Revolving Loans denominated in EurosCredit Note, on by the second succeeding Business Day) from all Revolving Lenders (without giving effect to any termination records of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each Agent and 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 hereby irrevocably agrees to make a Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 Loan on the date specified in writing by the Swingline Lender 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 notice, subject to no conditions precedent whatsoever. Each Lender acknowledges and (v) the amount of the Total agrees that such Lender’s obligation to make a Revolving Loan Commitment at such time. In the event that 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 Mandatory Borrowing cannot for any reason be made on the date otherwise required above (circumstance whatsoever, including, without limitation, as a result of the commencement occurrence and continuance of a proceeding Default or Event of the type referred to in Section 10.05 with respect to any of the Revolving Borrowers)Default, then each Revolving Lender hereby agrees and 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 prior to such purchase) from the 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 its payment to the last paragraph of Article X); provided that (x) all interest payable on the Swingline Loans shall be Agent, for the account of the Swingline Lender until Lender, of the date as proceeds of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, such Revolving Loan shall be payable made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. The Borrower irrevocably authorizes and instructs the Agent to apply the participant from and after such date and (y) at the time proceeds of any purchase of participations borrowing pursuant to this sentence Section 2.2(c)(ii) to repay in full such Swingline Loan. Each Lender is actually made, the purchasing hereby authorized to record on its records relating to its Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days Credit Note (or, in the case of Euro Denominated Swingline Loansif such Lender has not requested a Revolving Credit Note, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable its records relating to Revolving Loans maintained as Base Rate Loans or Euro Rate Loans, as applicable, hereunder for each day thereafter. Notwithstanding anything ) such Lender’s pro rata share of the amounts paid to the contrary contained above in this Section 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of refund such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h)Loan.

Refunding of Swingline Loans. On any (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth (5th) Business DayDay 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 mayno 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 its sole discretion, 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 that Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Lender’s outstanding Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund 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 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 Loans shall be denominated in Dollars in accordance with the provisions terms of this Section 2.16is absolute and unconditional and shall not be affected by any circumstance whatsoever, 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result non-satisfaction of the commencement of a proceeding of the type referred to conditions set forth in Section 10.05 with respect 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any of outstanding Swingline Loans pursuant to this Section 2.11, an Insolvency Event relating to the Revolving Borrowers)Borrower shall have occurred, then each Revolving Lender hereby agrees that it shall forthwith purchase (as of will, on the date the Mandatory Borrowing applicable Loan would otherwise have occurredbeen made, but adjusted for any payments received from purchase an undivided participating interest in the Revolving Borrowers on or after Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such date Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and prior to such purchase) from upon receipt thereof the Swingline Lender will deliver to such participations in Lender a certificate evidencing such participation dated the outstanding Swingline Loans as shall be necessary to cause date of receipt of such Revolving Lenders to share in funds and for such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to amount. Whenever, at 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 time after the Swingline Lender until the date as of which the respective participation is required to be purchased andhas received from any Lender such Xxxxxx’s participating interest in a Swingline Loan, 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 Revolving Lender shall be required to pay the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest on the principal in such amount of 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 overnight Federal Funds Rate for the first three days (orappropriately adjusted, in the case of Euro Denominated Swingline Loansinterest payments, to reflect the Administrative Agentperiod of time during which such Xxxxxx’s customary rate for interbank advances in Eurosparticipating interest was outstanding and funded). (d) and at the rate otherwise applicable to 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 2.01(h)2.11, upon the occurrence Swingline Lender shall not be obligated to make any portion of a Sharing EventSwingline Loan attributable to any Defaulting Lender, all outstanding unless the Swingline Loans shall, as provided in Section 2.16, be automatically converted Lender has entered into Dollar Denominated Swingline Loans and, arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the extent Swingline Lender to eliminate the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected Lender’s Fronting Exposure (after giving effect to Section 2.9(a)(ii)) with respect thereto in accordance with the provisions of this Section 2.01(h)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 Revolving Lenders that the Swingline Lender’s outstanding (i) Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars or Euros, as applicable (provided that (x) such notice refunded by the Revolver Lenders on demand by the Swingline Lender. Such refundings shall be deemed made by the Revolver Lenders in accordance with their respective Percentage Share and shall thereafter be reflected as Revolver Loans of the Revolver Lenders on the books and records of the Administrative Agent. Each Revolver Lender shall fund its respective Percentage Share of Revolver Loans as required to have been automatically given repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolver Lender’s obligation to fund its 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 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. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender 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. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the 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 a Swingline Loan extended after the occurrence and during the continuance of a Default or an Event of Default under Section 10.05 or upon of which the exercise of any of the remedies provided Administrative Agent has received notice in the last paragraph manner required pursuant to Section 12.02 and which such Event of Article X Default has not been waived by the Required Lenders or the Lenders, as applicable). (iii) Each Revolver Lender acknowledges and (y) if a Sharing Event shall have occurred, all such agrees that its obligation to refund Swingline Loans shall be denominated in Dollars in accordance with the provisions terms of this Section 2.16is absolute and unconditional and shall not be affected by any circumstance whatsoever, 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result non-satisfaction of the commencement conditions set forth in Article VI. Further, each Revolver Lender agrees and acknowledges that if prior to the refunding of a proceeding any outstanding Swingline Loans pursuant to this Section, one of the type referred to events described in Section 10.05 with respect to any of the Revolving Borrowers)10.01(f) or (g) shall have occurred, then each Revolving Revolver Lender hereby agrees that it shall forthwith purchase (as of will, on the date the Mandatory Borrowing applicable Revolver Loan would otherwise have occurredbeen made, but adjusted for any payments received from purchase an undivided participating interest in the Revolving Borrowers on or after Swingline Loan to be refunded in an amount equal to its Percentage Share of the aggregate amount of such date Swingline Loan. Each Revolver Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and prior to such purchase) from upon receipt thereof the Swingline Lender will deliver to such participations in Revolver Lender a certificate evidencing such participation dated the outstanding Swingline Loans as shall be necessary to cause date of receipt of such Revolving Lenders to share in funds and for such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to amount. Whenever, at 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 time after the Swingline Lender until the date as of which the respective participation is required to be purchased andhas received from any Revolver Lender such Revolver Lender’s participating interest in a Swingline Loan, 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 Revolving Lender shall be required to pay the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolver Lender its participating interest on the principal in such amount of 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 overnight Federal Funds Rate for the first three days (orappropriately adjusted, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans andinterest payments, to reflect the extent the respective Mandatory Borrowing has not already occurred in respect period of time during which such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(hRevolver Lender’s participating interest was outstanding and funded).

Refunding of Swingline Loans. On any (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business DayDay 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 mayno 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 its sole discretion, 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 that Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Lender’s outstanding Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund 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 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 Loans shall be denominated in Dollars in accordance with the provisions terms of this Section 2.16is absolute and unconditional and shall not be affected by any circumstance whatsoever, 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result non-satisfaction of the commencement of a proceeding of the type referred to conditions set forth in Section 10.05 with respect 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any of outstanding Swingline Loans pursuant to this Section 2.12, an Insolvency Event relating to the Revolving Borrowers)Borrower shall have occurred, then each Revolving Lender hereby agrees that it shall forthwith purchase (as of will, on the date the Mandatory Borrowing applicable Loan would otherwise have occurredbeen made, but adjusted for any payments received from purchase an undivided participating interest in the Revolving Borrowers on or after Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such date Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and prior to such purchase) from upon receipt thereof the Swingline Lender will deliver to such participations in Lender a certificate evidencing such participation dated the outstanding Swingline Loans as shall be necessary to cause date of receipt of such Revolving Lenders to share in funds and for such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to amount. Whenever, at 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 time after the Swingline Lender until the date as of which the respective participation is required to be purchased andhas received from any Lender such Lender’s participating interest in a Swingline Loan, 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 Revolving Lender shall be required to pay the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest on the principal in such amount of 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 overnight Federal Funds Rate for the first three days (orappropriately adjusted, in the case of Euro Denominated Swingline Loansinterest payments, to reflect the Administrative Agentperiod of time during which such Lender’s customary rate for interbank advances in Eurosparticipating interest was outstanding and funded). (d) and at the rate otherwise applicable to 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 2.01(h)2.12, upon the occurrence Swingline Lender shall not be obligated to make any portion of a Sharing EventSwingline Loan attributable to any Defaulting Lender, all outstanding unless the Swingline Loans shall, as provided in Section 2.16, be automatically converted Lender has entered into Dollar Denominated Swingline Loans and, arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the extent Swingline Lender to eliminate the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect thereto in accordance with the provisions of this Section 2.01(h)to any such Defaulting Lender.

Refunding of Swingline Loans. On any Business Day, (a) Whenever the Borrower desires that the Swingline Lender maymake 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., in its sole discretionNew York City time, give notice 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 Lenders that Commitment Period). Upon the making of a Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars Loan (whether before or Euros, as applicable (provided that (x) such notice shall be deemed to have been automatically given upon after the occurrence of a Default or an Event and regardless 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 whether a Sharing Event shall have occurred, all such Swingline 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 Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day (or, Settlement has been requested with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from all Revolving Lenders (without giving effect to any termination of the Total 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 XSwingline Loan), and the proceeds thereof each Lender shall be applied directly deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to repay 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, if any, on which any Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall 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 Administrative Agent in respect of such Loan. (b) The Administrative Agent, on behalf of the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one Lender, shall request settlement (1a “Settlement”) Business Day’s notice (or, with respect to 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 notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunderLenders on at least a weekly basis or on any date that the Administrative Agent elects, (ii) whether any conditions specified in Article VI are then satisfiedby notifying the Lenders of such requested Settlement by facsimile, (iii) whether a Default telephone, or an Event of Default then exists, (iv) e-mail no later than 12:00 noon New York City time on the date of such Mandatory Borrowing and requested Settlement (v) the amount of the Total Revolving Loan Commitment at such time“Settlement Date”). In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above Each Lender (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 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 prior to such purchase) from other than the 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (orLender, in the case of Euro Denominated the Swingline Loans, ) shall transfer the amount of 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’s customary rate for interbank advances , 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 whether or not the applicable conditions precedent set forth in Euros) and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Euro Rate Loans, as applicable, hereunder for each day thereafterSection 5.2 have then been satisfied. Notwithstanding anything Such amounts transferred to the contrary contained above in this Section 2.01(h), upon Administrative Agent shall be applied against the occurrence amounts of a Sharing Event, all outstanding the Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Lender’s Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect together with Swingline Lender’s Revolving Percentage of such Swingline LoansLoan, a Mandatory Borrowing shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall be effected entitled to recover such amount on demand from such Lender together with respect thereto interest thereon as specified in accordance with the provisions of this Section 2.01(h3.8(d).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving RL Lenders that the Swingline Lender’s 's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings 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 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 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 below10), 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)) constituting Base Rate Loans (each such Borrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving RL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving RL Lender’s 's RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article X), Section 10) and the proceeds thereof shall be applied directly to by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving RL Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s 's notice (or, with respect to 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 notwithstanding notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, , (ii) whether any conditions specified in Article VI Section 6 are then satisfied, , (iii) whether a Default or an Event of Default then exists, , (iv) the date of such Mandatory Borrowing and 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of under the type referred to in Section 10.05 Bankruptcy Code with respect to any of the Revolving BorrowersBorrower), then each Revolving 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 Revolving Borrowers Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving 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 Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article XSection 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 sentence is actually made, the purchasing Revolving RL Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Dollar Facility RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing of Dollar Facility Revolving Loans denominated in U.S. Dollars or Euros, as applicable (provided that (x) 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 10.05 11 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 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 below11), in which case one or more Borrowings a Borrowing of Dollar Facility Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such Borrowing, a “"Mandatory Dollar Facility RL Borrowing”") shall be made on the immediately next succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving Dollar Facility RL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Dollar Facility RL Lender’s 's Dollar Facility 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 Dollar Facility RL Lender hereby irrevocably agrees to make Dollar Facility Revolving Loans upon one (1) Business Day’s 's notice (or, with respect to Mandatory Borrowings denominated in Euros, upon two (2) Business Days’ notice) pursuant to each Mandatory Dollar Facility RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) 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 Article VI Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and 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 at such time. In the event that any Mandatory Dollar Facility RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any of the Revolving Borrowerseither Borrower), then each Revolving 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 Revolving Borrowers either Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the such outstanding Swingline Loans as shall be necessary to cause such Revolving Dollar Facility RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Facility RL Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X); 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 Revolving 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 (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to Dollar Facility 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings 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 occurrence of a Default or an Event of Default under Section 10.05 11.1(e) 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 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 below11.2), 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)) constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Lender’s RL Revolving Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment Lenders’ Commitments pursuant to the last paragraph of Article X), Section 11.2) and the proceeds thereof shall be applied directly to by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 notwithstanding notwithstanding: (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, , (ii) whether any conditions specified in Article VI VII are then satisfied, , (iii) whether a Default or an Event of Default then exists, , (iv) the date of such Mandatory Borrowing and Borrowing, and (v) the amount of the Total Revolving Loan Commitment Facility Amount at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 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 prior to such purchase) from the 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving RL Lenders that the Swingline Lender’s 's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings 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 occurrence of a Default or an Event of Default under Section 10.05 11.1(e) 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 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 below11.2), 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)) constituting Base Rate Loans (each such Borrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving RL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving RL Lender’s 's RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article X), Section 11.2) and the proceeds thereof shall be applied directly to by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving RL Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s 's notice (or, with respect to 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 notwithstanding notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, infoUSA Amended and Restated Credit Agreement (ii) whether any conditions specified in Article VI VII are then satisfied, , (iii) whether a Default or an Event of Default then exists, , (iv) the date of such Mandatory Borrowing and 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of under the type referred to in Section 10.05 Bankruptcy Code with respect to any of the Revolving BorrowersBorrower), then each Revolving 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 Revolving Borrowers Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving 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 Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article XSection 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 sentence is actually made, the purchasing Revolving RL Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings 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 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 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 below10), 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)) constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving Credit Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Lender’s RL Revolving Credit Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article X), Section 10) and the proceeds thereof shall be applied directly to by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Article VI 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of under the type referred to in Section 10.05 Bankruptcy Code with respect to any of the Revolving BorrowersBorrower), 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 Revolving Borrowers Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such the Revolving Credit Lenders to share in such Swingline Loans ratably based upon their respective RL Revolving Credit Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article XSection 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 sentence is actually made, the purchasing Revolving Credit Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving RL Lenders that the Swingline Lender’s 's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings 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 occurrence of a Default or an Event of Default under Section 10.05 11.05 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 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 below11), 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)) constituting Base Rate Loans (each such Borrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving RL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving RL Lender’s 's RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article X), Section 11) and the proceeds thereof shall be applied directly to by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving RL Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s 's notice (or, with respect to 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 notwithstanding notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, , (ii) whether any conditions specified in Article VI Section 7 are then satisfied, , (iii) whether a Default or an Event of Default then exists, , (iv) the date of such Mandatory Borrowing and 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of under the type referred to in Section 10.05 Bankruptcy Code with respect to any of the Revolving BorrowersBorrower), then each Revolving 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 Revolving Borrowers Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving 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 Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article XSection 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 sentence is actually made, the purchasing Revolving RL Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the 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 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 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 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 prior to such purchase) from the 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Euro EuroEurocurrency Rate Loans, as applicable, hereunder for each day thereafter. Notwithstanding anything to the contrary contained above in this Section 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business DayDay 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 mayno 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 its sole discretion, 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 that Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Lender’s outstanding Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund 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 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 Loans shall be denominated in Dollars in accordance with the provisions terms of this Section 2.16is absolute and unconditional and shall not be affected by any circumstance whatsoever, 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result non-satisfaction of the commencement of a proceeding of the type referred to conditions set forth in Section 10.05 with respect 3.2. Further, each Lender agrees and acknowledges that if prior to the refunding of any of outstanding Swingline Loans pursuant to this Section 2.11, an Insolvency Event relating to the Revolving Borrowers)Borrower shall have occurred, then each Revolving Lender hereby agrees that it shall forthwith purchase (as of will, on the date the Mandatory Borrowing applicable Loan would otherwise have occurredbeen made, but adjusted for any payments received from purchase an undivided participating interest in the Revolving Borrowers on or after Swingline Loan to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such date Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and prior to such purchase) from upon receipt thereof the Swingline Lender will deliver to such participations in Lender a certificate evidencing such participation dated the outstanding Swingline Loans as shall be necessary to cause date of receipt of such Revolving Lenders to share in funds and for such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to amount. Whenever, at 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 time after the Swingline Lender until the date as of which the respective participation is required to be purchased andhas received from any Lender such Lxxxxx’s participating interest in a Swingline Loan, 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 Revolving Lender shall be required to pay the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest on the principal in such amount of 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 overnight Federal Funds Rate for the first three days (orappropriately adjusted, in the case of Euro Denominated Swingline Loansinterest payments, to reflect the Administrative Agentperiod of time during which such Lxxxxx’s customary rate for interbank advances in Eurosparticipating interest was outstanding and funded). (d) and at the rate otherwise applicable to 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 2.01(h)2.11, upon the occurrence Swingline Lender shall not be obligated to make any portion of a Sharing EventSwingline Loan attributable to any Defaulting Lender, all outstanding unless the Swingline Loans shall, as provided in Section 2.16, be automatically converted Lender has entered into Dollar Denominated Swingline Loans and, arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the extent Swingline Lender to eliminate the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected Lender’s Fronting Exposure (after giving effect to Section 2.9(a)(ii)) with respect thereto in accordance with the provisions of this Section 2.01(h)to any such Defaulting Lender.

Refunding of Swingline Loans. On With respect to any Swingline Loans which have not been repaid by the 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 Administrative Agent on behalf of the Swingline Lender), no later than 2:00 p.m. (New York City time) at least one Business DayDay in advance of the proposed date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice shall 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 Lenders other than the Swingline Lender shall be immediately delivered by Administrative Agent to the Swingline Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swingline Loans and (2) on the day such Refunding Loans are made, the Swingline Lender’s pro rata share of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Refunding Loan made by the Swingline Lender mayto Borrower, in its sole discretion, give notice and such portion of the Swingline Loans deemed to the Revolving Lenders that be so paid shall no longer be outstanding as Swingline Loans but shall instead constitute part of the 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 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 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 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 prior to such purchase) from the 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Multicurrency Loans or Euro Rate Dollar Loans, as applicable, hereunder for each day thereafter. Notwithstanding anything to the contrary contained above in this Section 2.01(h), upon the occurrence Borrower. If any portion of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, any such amount paid (or deemed to be automatically converted into Dollar Denominated Swingline Loans and, paid) to the extent Swingline Lender should be recovered by or on behalf of the respective Mandatory Borrowing has not already occurred Borrower from the Swingline Lender in respect bankruptcy, by assignment for the benefit of such Swingline Loanscreditors or otherwise, a Mandatory Borrowing the loss of the amount so recovered shall be effected with respect thereto ratably shared among all Lenders in accordance with the provisions of this manner contemplated by Section 2.01(h)2.17.

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving ABL Lenders (which notice the Swingline Lender shall provide to the ABL Lenders not less than once during each week that any Swingline Loans are outstanding) that the Swingline Lender’s outstanding U.S. ABL Borrowers Swingline Loans or European Borrower Swingline Loans in a given Available Currency shall be funded with a Borrowing of U.S. ABL Borrowers Revolving Loans denominated in Dollars or EurosEuropean Borrower Revolving Loans, as applicable the case may be, in such Available Currency (provided that (x) 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 Article X and (y) if a Sharing Event shall have occurred, all such Swingline 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 below10), in which case one or more Borrowings a Borrowing of U.S. ABL Borrowers Revolving Loans or European Borrower Revolving Loans, as the case may be, denominated in the respective Applicable Available Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately third succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving ABL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving ABL Lender’s RL Facility 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 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 one (1) Business Day’s notice (or, with respect to Mandatory Borrowings denominated in Euros, upon two (2) three Business Days’ notice) 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 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 Article VI Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and 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 at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any of the Revolving BorrowersBorrower), then each Revolving 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 the Revolving Borrowers any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the such outstanding Swingline Loans as shall be necessary to cause such Revolving ABL 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); 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 Revolving 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 overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans or Euro Rate Loans, as applicable, hereunder for each day thereafter. Notwithstanding anything to made in the contrary contained above in this Section 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h)relevant Available Currency.

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the 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 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 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 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 prior to such purchase) from the 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).70 150546217_8170136845_8

Refunding of Swingline Loans. On any (a) Each Swingline Loan shall be refunded by the Revolving Lenders on the fifth Business DayDay 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 mayno 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 its sole discretion, 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 that Lenders. When received, the proceeds of such Revolving Loan shall be applied to refund each Swingline Lender which was not refunded on the Swingline Lender’s outstanding Refund Date. (c) Each Lender acknowledges and agrees that its obligation to refund 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 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 Loans shall be denominated in Dollars in accordance with the provisions terms of this Section 2.16is absolute and unconditional and shall not be affected by any circumstance whatsoever, 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 Borrowing, a “Mandatory Borrowing”) shall be made 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 (without giving effect to any termination of the Total 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 hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice (or, with respect to 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 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 date otherwise required above (including, without limitation, as a result non-satisfaction of the commencement of a proceeding of the type referred to conditions set forth in Section 10.05 with respect to any of the Revolving Borrowers)3.2. Further, then each Revolving Lender hereby agrees that it shall forthwith purchase and (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 prior to such purchased) from the 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 sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h)2.12, upon the occurrence Swingline Lender shall not be obligated to make any portion of a Sharing EventSwingline Loan attributable to any Defaulting Lender, all outstanding unless the Swingline Loans shall, as provided in Section 2.16, be automatically converted Lender has entered into Dollar Denominated Swingline Loans and, arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the extent Swingline Lender to eliminate the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected Lender’s Fronting Exposure (after giving effect to Section 2.11(a)(ii)) with respect thereto in accordance with the provisions of this Section 2.01(h)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 Revolving RL Lenders that the Swingline Lender’s 's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings 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 occurrence of a Default or an Event of Default under Section 10.05 11.1(e) 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 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 below11.2), 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)) constituting Base Rate Loans (each such Borrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving RL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving RL Lender’s 's RL Percentage (determined before giving effect to any termination of the Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article X), Section 11.2) and the proceeds thereof shall be applied directly to by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving RL Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s 's notice (or, with respect to Mandatory Borrowings denominated in Euros, upon two (2) Business Days’ notice) pursuant to each Mandatory infoUSA Credit Agreement Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, , (ii) whether any conditions specified in Article VI VII are then satisfied, , (iii) whether a Default or an Event of Default then exists, , (iv) the date of such Mandatory Borrowing and 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 date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of under the type referred to in Section 10.05 Bankruptcy Code with respect to any of the Revolving BorrowersBorrower), then each Revolving 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 Revolving Borrowers Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving 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 Total Revolving Loan Commitment Commitments pursuant to the last paragraph of Article XSection 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 sentence is actually made, the purchasing Revolving RL Lender shall be required to pay the Swingline Lender 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 but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Dollar Facility RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing of Dollar Facility Revolving Loans denominated in Dollars or Euros, as applicable (provided that (x) 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 Article X and (y) if a Sharing Event shall have occurred, all such Swingline 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 below10), in which case one or more Borrowings a Borrowing of Dollar Facility Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) (each such Borrowing, a “Mandatory Dollar Facility RL Borrowing”) shall be made provided on the immediately third succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving Dollar Facility RL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving Dollar Facility RL Lender’s Dollar Facility 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 Dollar Facility RL Lender hereby irrevocably agrees to make Dollar Facility Revolving Loans (in the case of a refunding of Swingline Loans) upon one (1) Business Day’s notice (or, with respect to Mandatory Borrowings denominated in Euros, upon two (2) Business Days’ notice) pursuant to each Mandatory Dollar Facility RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) 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 Article VI Sections 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and 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 at such time. In the event that any Mandatory Dollar Facility RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any of the Revolving BorrowersBorrower), then each Revolving 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 Revolving Borrowers U.S. Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the such outstanding Swingline Loans as shall be necessary to cause such Revolving Dollar Facility RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Facility RL Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X); 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 Revolving 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 (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to Dollar Facility 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).

Refunding of Swingline Loans. (A) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving RL Lenders that the 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 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 Article X and (y) if a Sharing Event shall have occurred, all such Swingline 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 below10), in which case one or more Borrowings a Borrowing of Revolving Loans denominated in the respective Applicable Currency (subject to the provisions of the parenthetical in preceding clause (y)) maintained as Base Rate Loans (each such Borrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day (or, with respect to Revolving Loans denominated in Euros, on the second succeeding Business Day) from by all Revolving RL Lenders (without giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Article X) pro rata based on each such Revolving RL Lender’s '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 paid directly to the Swingline Lender to repay and applied by the Swingline Lender for such to repay all outstanding Swingline Loans. . (B) Each Revolving RL Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s 's notice (or, with respect to 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 sub-clause (A) and on the date specified in writing by the Swingline 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 Article VI Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and Borrowing, (v) the amount of the Total Revolving Loan Commitment or the Total Available Revolving Loan Commitment at such time and (vi) the amount of the Revolving Loan Commitment or Available Revolving Loan Commitment of such Lender at such time. . (C) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding of the type referred to in Section 10.05 under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any of the Revolving BorrowersBorrower), then each Revolving 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 Revolving Borrowers Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the such outstanding Swingline Loans as shall be necessary to cause such Revolving RL 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); 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 date, and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving 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 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 (or, in the case of Euro Denominated Swingline Loans, the Administrative Agent’s customary rate for interbank advances in Euros) and at the rate otherwise applicable to 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 2.01(h), upon the occurrence of a Sharing Event, all outstanding Swingline Loans shall, as provided in Section 2.16, be automatically converted into Dollar Denominated Swingline Loans and, to the extent the respective Mandatory Borrowing has not already occurred in respect of such Swingline Loans, a Mandatory Borrowing shall be effected with respect thereto in accordance with the provisions of this Section 2.01(h).