Common use of Borrowings to Repay Swingline Loans Clause in Contracts

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on the Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 13.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section 13.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-Borrowers, on the next succeeding Business Day following such notice, in an amount equal to such Revolving Lender's Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-Borrowers. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such period.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on (i) Upon the making of a Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty Loan (whether before or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans (provided that each such notice shall be deemed to have been automatically given upon after the occurrence of a Default or Event of Default under Section 13.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section 13.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-Borrowers, on the next succeeding Business Day following such notice, in an amount equal to such Revolving Lender's Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-Borrowers. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunderand regardless of whether a settlement has been requested with respect to such Swingline Loan), (d) each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the date of such Revolving Credit Loanoutstanding Swingline Loans, and each Lender shall immediately either (eA) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such make a Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account ’s Ratable Share of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the aggregate principal amount of the participation outstanding Swingline Loans with respect to which repayment is demanded, plus, if PNC so purchased for each day from requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and including minus its Ratable Share of any Swingline Loans not so being repaid or (B) during the date continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swingline Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swingline Loans. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5(a) [Revolving Credit Loan Requests; Conversions and Renewals] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6(e) and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.5(a) [Revolving Credit Loan would otherwise have been made until Requests; Conversions and Renewals] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. Eastern Time on the Business Day next after the date of payment for the Lenders receive such participation at the rate of interest in effect applicable to Base Rate Loans during such periodnotice from PNC.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on the Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 13.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section 13.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-Borrowers, on the next succeeding Business Day following such notice, in an amount equal to such Revolving Lender's Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-Borrowers. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such period.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severallyUS Borrower, absolutely, irrevocably and unconditionally promise promises to pay on the Swingline Expiry Date in full the outstanding principal balance of all Swingline Loans. The Co-Borrowers US Borrower may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any US Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 13.1(g14.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section 13.114.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-BorrowersUS Borrower, on the next succeeding US Business Day following such notice, in an amount equal to such Revolving Lender's Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-BorrowersUS Borrower. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one US Business Day's notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers US Borrower to meet the conditions set forth in Sections 11 12 or 12 13 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of either of the Borrowers or any of the Co-BorrowersRestricted Subsidiaries), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers US Borrower on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such period.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severallyUnless the Company has already given a notice of borrowing of Revolving Credit Loans to repay a Swingline Loan, absolutelyif any Swingline Loan remains outstanding, irrevocably and unconditionally promise to pay on the Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In additionuntil the unpaid principal amount of such Swingline Loan shall have been paid in full, the Swingline Lender may, and the Company hereby irrevocably authorizes and empowers (which power is coupled with an interest) the Swingline Lender to, deliver, on any Business Day, in its sole discretion, demand repayment behalf of the Swingline Loans and the Administrative Agent shall give notice Company, to the Revolving Lenders that the outstanding Swingline Loans shall be funded with Agent under Section 2.02(a) hereof a notice of borrowing of Revolving Credit Loans (provided that each are Base Rate Loans in an amount equal to the then unpaid principal amount of such Swingline Loan. In the event that the power of the Swingline Lender to give such notice shall be deemed to have been automatically given upon of borrowing on behalf of the Company is terminated for any reason whatsoever (including, without limitation, a termination resulting from the occurrence of a Default or Event of Default under Section 13.1(gan event specified in clause (f) or (hg) of Section 10 hereof with respect to the Company), or upon the exercise Swingline Lender is otherwise precluded for any reason whatsoever from giving a notice of remedies borrowing on behalf of the Company as provided in the last paragraph of Section 13.1)preceding sentence, each Lender shall, upon notice from the Swingline Lender, promptly purchase from the Swingline Lender a participation in which case each (or, if and to the extent specified by the Swingline Lender, an assignment of) such Swingline Loan in the amount of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans Loan it would have been obligated to make pursuant to such notice of borrowing. Each Lender shall, not later than 4:00 p.m. New York time on the Co-Borrowers, Business Day on which such notice is given (if such notice is given by 12:00 noon New York time) or 11:00 a.m. New York time on the next succeeding Business Day following (if such noticenotice is given after 12:00 p.m., but before 5:00 p.m., New York time), make available the amount of the Base Rate Loan to be made by it (or the amount of the participation or assignment to be purchased by it, as the case may be) to the Agent at the account specified in Section 2.02(a) hereof and the amount so received by the Agent shall promptly be made available to the Swingline Lender by remitting the same, in an amount equal immediately available funds, to the Swingline Lender. Promptly following its receipt of any payment in respect of such Revolving Swingline Loans, the Swingline Lender shall pay to each Lender that has acquired a participation in such Swingline Loan such Lender's Commitment Percentage proportionate share of such payment. Anything in this Agreement to the contrary notwithstanding (including, without limitation, in Section 7.02 hereof), the obligation of each Lender to make its Base Rate Loan (or purchase its participation in or assignment of such Swingline Loan, as the case may be) pursuant to this Section 2.02(b) is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Lender may have or have had against the Company, the Guarantor, the Agent, the Swingline Lender or any other Lender and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the occurrence of any Default, (ii) the financial condition of the Company, any Subsidiary, the Guarantor, the Agent, the Swingline Lender or any other Lender or (iii) the termination or cancellation of the Commitments; provided that no Lender shall be obligated to make any such Base Rate Loan (or to purchase any such participation or direct interest in the Swingline Loan) if (i) before the making of such Swingline Loan, such Lender had notified the Swingline Lender that a Default had occurred and was continuing and that such Lender would not refinance such Swingline Loan or (ii) to the extent (and only to the extent) that such Swingline Loan, together with all Revolving Credit Loans then outstanding at the time of the making of such Swingline Loan together with the aggregate amount of all outstanding Letter of Credit Liabilities exceeds the then aggregate amount of the Revolving Credit Commitments at the time of the making of such Swingline Loans outstanding to the Co-BorrowersLoan. The proceeds thereof shall be applied directly Company agrees that any Lender so purchasing a participation (or assignment) in such Swingline Loan may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to the such participation as fully as if such Lender were a direct holder of a Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that Loan in the amount of such Revolving Credit Loan may not comply with participation. The Company hereby promises to pay the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable Agent for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the entire outstanding principal amount of the participation so purchased for Swingline Loans, and each day from and including such Swingline Loan shall mature, on the date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such periodCommitment Termination Date.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on Unless the Swingline Expiry Date the outstanding principal balance Company has already given a notice of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans to repay a Swingline Loan, at any time from and including the Swingline Maturity Date for any Swingline Loan until the unpaid principal amount of such Swingline Loan shall have been paid in full, the Swingline Bank may, and the Company hereby irrevocably authorizes and empowers (provided which power is coupled with an interest) the Swingline Bank to, deliver, on behalf of the Company, to the Administrative Agent under Section 2.02(a) hereof a notice of borrowing of Revolving Credit Loans that each are Base Rate Loans in an amount equal to the then unpaid principal amount of such Swingline Loan. In the event that the power of the Swingline Bank to give such notice shall be deemed to have been automatically given upon of borrowing on behalf of the Company is terminated for any reason whatsoever (including, without limitation, a termination resulting from the occurrence of a Default or Event of Default under Section 13.1(gan event specified in clause (f) or (hg) of Section 9 hereof with respect to the Company), or upon the exercise Swingline Bank is otherwise precluded for any reason whatsoever from giving a notice of remedies borrowing on behalf of the Company as provided in the last paragraph of Section 13.1)preceding sentence, each Bank shall, upon notice from the Swingline Bank on or after the Swingline Maturity Date for such Swingline Loan, promptly purchase from the Swingline Bank a participation in which case each (or, if and to the extent specified by the Swingline Bank, an assignment of) such Swingline Loan in the amount of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans Loan it would have been obligated to make pursuant to such notice of borrowing. Each Bank shall, not later than 4:00 p.m. Hartford time on the Co-Borrowers, Business Day on which such notice is given (if such notice is given by 3:00 p.m. Hartford time) or 9:00 a.m. Hartford time on the next succeeding Business Day following (if such noticenotice is given after 3:00 p.m., but before 5:00 p.m., Hartford time), make available the amount of the Base Rate Loan to be made by it (or the amount of the participation or assignment to be purchased by it, as the case may be) to the Administrative Agent at the account specified in Section 2.02(a) hereof and the amount so received by the Administrative Agent shall promptly be made available to the Swingline Bank by remitting the same, in an amount equal immediately available funds, to the Swingline Bank. Promptly following its receipt of any payment in respect of such Revolving LenderSwingline Loan, the Swingline Bank shall pay to each Bank that has acquired a participation in such Swingline Loan such Bank's Commitment Percentage proportionate share of such payment. Anything in this Agreement to the contrary notwithstanding (including, without limitation, in Section 6.03 hereof), the obligation of each Bank to make its Base Rate Loan (or purchase its participation in or assignment of such Swingline Loan, as the case may be) pursuant to this Section 2.02(c) is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or have had against the Company, the Administrative Agent, the Swingline Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the occurrence of any Default, (ii) the financial condition of the Company, any Subsidiary, the Administrative Agent, the Swingline Bank or any other Bank or (iii) the termination or cancellation of the Commitments; PROVIDED that no Bank shall be obligated to make any such Base Rate Loan (or to purchase any such participation or direct interest in the Swingline Loan) if (i) before the making of such Swingline Loan, such Bank had notified the Swingline Bank that a Default had occurred and was continuing and that such Bank would not refinance such Swingline Loan or (ii) to the extent (and only to the extent) that such Swingline Loan, together with all Revolving Credit Loans and Competitive Loans then outstanding at the time of the making of such Swingline Loan, exceeded the then aggregate amount of all the Commitments at the time of the making of such Swingline Loans outstanding to the Co-BorrowersLoan. The proceeds thereof shall be applied directly Company agrees that any Bank so purchasing a participation (or assignment) in such Swingline Loan may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to the such participation as fully as if such Bank were a direct holder of a Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that Loan in the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such periodparticipation.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise Borrower promises to pay each outstanding Swingline Loan on or prior to the date which is the earlier to occur of (a) the Revolving Credit Loan A Maturity Date; (b) the first date after such Swingline Expiry Date Loan is made that is the outstanding principal balance 15th or last day of all a calendar month and is at least three (3) Business Days after such Swingline LoansLoan is made; and (c) the date on which any Revolving Credit A Loan or Competitive Bid Loan is made. The Co-Borrowers Borrower may prepay the Swingline Loans at any time without penalty or premium. In addition, The Administrative Agent (a) may at any time in the sole discretion of the Swingline Lender maywith respect to any outstanding Swingline Loans or (ii) shall, on any Business Day, in its sole discretion, demand repayment of the dates set forth in clauses (a) - (c) above, require each Lender (including the Swingline Loans and the Administrative Agent shall give notice Lender) to the Revolving Lenders that the outstanding Swingline Loans shall be funded with make a borrowing of Revolving Credit Loans A Loan in the amount of such Lender's Revolver A Commitment Percentage of such Swingline Loan, for the purposes of repaying such Swingline Loan (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 13.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section 13.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-Borrowers, on the next succeeding Business Day following such notice, in an amount equal to such Revolving Lender's Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-Borrowers. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit A Loans upon one Business Day's notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit A Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers Borrower to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit A Loan, and (e) the amount of, or termination of, the Total Revolver A Commitment at such time. In the event that it is impracticable for such Revolving Credit A Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-BorrowersBorrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit A Loan would have been made, but adjusted for any payments received from the Co-Borrowers Borrower on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Revolver A Commitment Percentages (without regard to any termination of the Total Revolver A Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such period.provided

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on the Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section ss. 13.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section ss. 13.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-Borrowers, on the next succeeding Business Day following such notice, in an amount equal to such Revolving Lender's Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-Borrowers. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections ss. 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such period.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on Unless the Swingline Expiry Date the outstanding principal balance Company has already given a notice of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans to repay a Swingline Loan, at any time from and including the Swingline Maturity Date for any Swingline Loan until the unpaid principal amount of such Swingline Loan shall have been paid in full, the Swingline Bank may, and the Company hereby irrevocably authorizes and empowers (provided which power is coupled with an interest) the Swingline Bank to, deliver, on behalf of the Company, to the Administrative Agent under Section 2.02(a) hereof a notice of borrowing of Revolving Credit Loans that each are Base Rate Loans in an amount equal to the then unpaid principal amount of such Swingline Loan. In the event that the power of the Swingline Bank to give such notice shall be deemed to have been automatically given upon of borrowing on behalf of the Company is terminated for any reason whatsoever (including, without limitation, a termination resulting from the occurrence of a Default or Event of Default under Section 13.1(gan event specified in clause (f) or (hg) of Section 9 hereof with respect to the Company), or upon the exercise Swingline Bank is otherwise precluded for any reason whatsoever from giving a notice of remedies borrowing on behalf of the Company as provided in the last paragraph of Section 13.1)preceding sentence, each Bank shall, upon notice from the Swingline Bank on or after the Swingline Maturity Date for such Swingline Loan, promptly purchase from the Swingline Bank a participation in which case each (or, if and to the extent specified by the Swingline Bank, an assignment of) such Swingline Loan in the amount of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans Loan it would have been obligated to make pursuant to such notice of borrowing. Each Bank shall, not later than 4:00 p.m. Hartford time on the Co-Borrowers, Business Day on which such notice is given (if such notice is given by 3:00 p.m. Hartford time) or 9:00 a.m. Hartford time on the next succeeding Business Day following (if such noticenotice is given after 3:00 p.m., but before 5:00 p.m., Hartford time), make available the amount of the Base Rate Loan to be made by it (Or the amount of the participation or assignment to be purchased by it, as the case may be) to the Administrative Agent at the account specified in Section 2.02(a) hereof and the amount so received by the Administrative Agent shall promptly be made available to the Swingline Bank by remitting the same, in an amount equal immediately available funds, to the Swingline Bank. Promptly following its receipt of any payment in respect of such Revolving LenderSwingline Loan, the Swingline Bank shall pay to each Bank that has acquired a participation in such Swingline Loan such Bank's Commitment Percentage proportionate share of such payment. Anything in this Agreement to the contrary notwithstanding (including, without limitation, in Section 6.03 hereof), the obligation of each Bank to make its Base Rate Loan (or purchase its participation in or assignment of such Swingline Loan, as the case may be) pursuant to this Section 2.02(c) is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or have had against the Company, the Administrative Agent, the Swingline Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the occurrence of any Default, (ii) the financial condition of the Company, any Subsidiary, the Administrative Agent, the Swingline Bank or any other Bank or (iii) the termination or cancellation of the Commitments; provided that no Bank shall be obligated to make any such Base Rate Loan (or to purchase any such participation or direct interest in the Swingline Loan) if (i) before the making of such Swingline Loan, such Bank had notified the Swingline Bank that a Default had occurred and was continuing and that such Bank would nor refinance such Swingline Loan or (ii) to the extent (and only to the extent) that such Swingline Loan, together with all Revolving Credit Loans and Competitive Loans then outstanding at the time of the making of such Swingline Loan, exceeded the then aggregate amount of all the Commitments at the time of the making of such Swingline Loans outstanding to the Co-BorrowersLoan. The proceeds thereof shall be applied directly Company agrees that any Bank so purchasing a participation (or assignment) in such Swingline Loan may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to the such participation as fully as if such Bank were a direct holder of a Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that Loan in the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such periodparticipation.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severallyUnless the Company has already given a notice of borrowing of Revolving Credit Loans to repay a Swingline Loan, absolutelyif any Swingline Loan remains outstanding, irrevocably and unconditionally promise to pay on the Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In additionuntil the unpaid principal amount of such Swingline Loan shall have been paid in full, the Swingline Lender may, and the Company hereby irrevocably authorizes and empowers (which power is coupled with an interest) the Swingline Lender to, deliver, on any Business Day, in its sole discretion, demand repayment behalf of the Swingline Loans and Company, to the Administrative Agent shall give under Section 2.02(a) hereof a notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a of borrowing of Revolving Credit Loans (provided that each are Base Rate Loans in an amount equal to the then unpaid principal amount of such Swingline Loan. In the event that the power of the Swingline Lender to give such notice shall be deemed to have been automatically given upon of borrowing on behalf of the Company is terminated for any reason whatsoever (including, without limitation, a termination resulting from the occurrence of a Default or Event of Default under Section 13.1(gan event specified in clause (f) or (hg) of Section 10 hereof with respect to the Company), or upon the exercise Swingline Lender is otherwise precluded for any reason whatsoever from giving a notice of remedies borrowing on behalf of the Company as provided in the last paragraph of Section 13.1)preceding sentence, each Lender shall, upon notice from the Swingline Lender, promptly Credit Agreement purchase from the Swingline Lender a participation in which case each (or, if and to the extent specified by the Swingline Lender, an assignment of) such Swingline Loan in the amount of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans Loan it would have been obligated to make pursuant to such notice of borrowing. Each Lender shall, not later than 4:00 p.m. New York time on the Co-Borrowers, Business Day on which such notice is given (if such notice is given by 12:00 noon New York time) or 11:00 a.m. New York time on the next succeeding Business Day following (if such noticenotice is given after 12:00 p.m., but before 5:00 p.m., New York time), make available the amount of the Base Rate Loan to be made by it (or the amount of the participation or assignment to be purchased by it, as the case may be) to the Administrative Agent at the account specified in Section 2.02(a) hereof and the amount so received by the Administrative Agent shall promptly be made available to the Swingline Lender by remitting the same, in an amount equal immediately available funds, to the Swingline Lender. Promptly following its receipt of any payment in respect of such Revolving Swingline Loans, the Swingline Lender shall pay to each Lender that has acquired a participation in such Swingline Loan such Lender's Commitment Percentage proportionate share of such payment. Anything in this Agreement to the contrary notwithstanding (including, without limitation, in Section 7.02 hereof), the obligation of each Lender to make its Base Rate Loan (or purchase its participation in or assignment of such Swingline Loan, as the case may be) pursuant to this Section 2.02(b) is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Lender may have or have had against the Company, the Guarantor, the Administrative Agent, the Swingline Lender or any other Lender and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the occurrence of any Default, (ii) the financial condition of the Company, any Subsidiary, the Guarantor, the Administrative Agent, the Swingline Lender or any other Lender or (iii) the termination or cancellation of the Commitments; provided that no Lender shall be obligated to make any such Base Rate Loan (or to purchase any such participation or direct interest in the Swingline Loan) if (i) before the making of such Swingline Loan, such Lender had notified the Swingline Lender that a Default had occurred and was continuing and that such Lender would not refinance such Swingline Loan or (ii) to the extent (and only to the extent) that such Swingline Loan, together with all Revolving Credit Loans then outstanding at the time of the making of such Swingline Loan together with the aggregate amount of all outstanding Letter of Credit Liabilities exceeds the then aggregate amount of the Revolving Credit Commitments at the time of the making of such Swingline Loans outstanding to the Co-BorrowersLoan. The proceeds thereof shall be applied directly Company agrees that any Lender so purchasing a participation (or assignment) in such Swingline Loan may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to the such participation as fully as if such Lender were a direct holder of a Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that Loan in the amount of such Revolving Credit Loan may not comply with participation. The Company hereby promises to pay the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable Administrative Agent for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the entire outstanding principal amount of the participation so purchased for Swingline Loans, and each day from and including such Swingline Loan shall mature, on the date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such periodCommitment Termination Date.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on the Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans prior to the Commitment Termination Date (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section §13.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section §13.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-Borrowers, on the next succeeding Business Day following such notice, in an amount equal to such Revolving Lender's ’s Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-Borrowers. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's ’s notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections §§11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time, (f) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Borrowers or any other Person for any reason whatsoever or (g) any other occurrence, event or condition, whether or not similar to any of the foregoing. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's ’s participation in the Swingline Loans; . No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swingline Loans, together with interest as provided that herein. Notwithstanding anything in the foregoing to the contrary, following the termination of the Commitments under the Existing Tranche (x) all interest payable on so long as no Default or Event of Default has occurred and is continuing at the Swingline Loans time of such termination), the Extending Revolving Lenders shall be responsible for funding any Loans or participations hereunder in accordance with their respective Commitment Percentages after giving effect to such termination. Until each Lender funds its applicable Loan or risk participation pursuant to this §2.5.3 to refinance such Lender’s Commitment Percentage of any Swingline Loan, interest in respect of such pro rata share shall be solely for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such period.Swingline

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severallyUS Borrower, absolutely, irrevocably and unconditionally promise promises to pay on the Swingline Expiry Date in full the outstanding principal balance of all Swingline Loans. The Co-Borrowers US Borrower may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any US Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 13.1(g(Section)14.1(g) or (h) or upon the exercise of remedies provided in the last paragraph of Section 13.1(Section)14.1), in which case each of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans to the Co-BorrowersUS Borrower, on the next succeeding US Business Day following such notice, in an amount equal to such Revolving Lender's Commitment Percentage of the aggregate amount of all Swingline Loans outstanding to the Co-BorrowersUS Borrower. 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 absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one US Business Day's notice as set forth above, notwithstanding (a) that the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers US Borrower to meet the conditions set forth in Sections 11 (Sections)12 or 12 13 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of either of the Borrowers or any of the Co-BorrowersRestricted Subsidiaries), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers US Borrower on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such period.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severallyUnless the Company has already given a notice of borrowing of Revolving Credit Loans to repay a Swingline Loan, absolutelyif any Swingline Loan remains outstanding, irrevocably and unconditionally promise to pay on the Swingline Expiry Date the outstanding principal balance of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In additionuntil the unpaid principal amount of such Swingline Loan shall have been paid in full, the Swingline Lender may, and the Company hereby irrevocably authorizes and empowers (which power is coupled with an interest) the Swingline Lender to, deliver, on any Business Day, in its sole discretion, demand repayment behalf of the Swingline Loans and Company, to the Administrative Agent shall give under Section 2.02(a) hereof a notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a of borrowing of Revolving Credit Loans (provided that each are Base Rate Loans in an amount equal to the then unpaid principal amount of such Swingline Loan. In the event that the power of the Swingline Lender to give such notice shall be deemed to have been automatically given upon of borrowing on behalf of the Company is terminated for any reason whatsoever (including, without limitation, a termination resulting from the occurrence of a Default or Event of Default under Section 13.1(gan event specified in clause (f) or (hg) of Section 10 hereof with respect to the Company), or upon the exercise Swingline Lender is otherwise precluded for any reason whatsoever from giving a notice of remedies borrowing on behalf of the Company as provided in the last paragraph of Section 13.1)preceding sentence, each Lender shall, upon notice from the Swingline Lender, promptly purchase from the Swingline Lender a participation in which case each (or, if and to the extent specified by the Swingline Lender, an assignment of) such Swingline Loan in the amount of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans Loan it would have been obligated to make pursuant to such notice of borrowing. Each Lender shall, not later than 4:00 p.m. New York time on the Co-Borrowers, Business Day on which such notice is given (if such notice is given by 12:00 noon New York time) or 11:00 a.m. New York time on the next succeeding Business Day following (if such noticenotice is given after 12:00 p.m., but before 5:00 p.m., New York time), make available the amount of the Base Rate Loan to be made by it (or the amount of the participation or assignment to be purchased by it, as the case may be) to the Administrative Agent at the account specified in Section 2.02(a) hereof and the amount so received by the Administrative Agent shall promptly be made available to the Swingline Lender by remitting the same, in an amount equal immediately available funds, to the Swingline Lender. Promptly following its receipt of any payment in respect of such Revolving Swingline Loans, the Swingline Lender shall pay to each Lender that has acquired a participation in such Swingline Loan such Lender's Commitment Percentage proportionate share of such payment. Anything in this Agreement to the contrary notwithstanding (including, without limitation, in Section 7.02 hereof), the obligation of each Lender to make its Base Rate Loan (or purchase its participation in or assignment of such Swingline Loan, as the case may be) pursuant to this Section 2.02(b) is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Lender may have or have had against the Company, the Guarantor, the Administrative Agent, the Swingline Lender or any other Lender and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the occurrence of any Default, (ii) the financial condition of the Company, any Subsidiary, the Guarantor, the Administrative Agent, the Swingline Lender or any other Lender or (iii) the termination or cancellation of the Commitments; PROVIDED that no Lender shall be obligated to make any such Base Rate Loan (or to purchase any such participation or direct interest in the Swingline Loan) if (i) before the making of such Swingline Loan, such Lender had notified the Swingline Lender that a Default had occurred and was continuing and that such Lender would not refinance such Swingline Loan or (ii) to the extent (and only to the extent) that such CREDIT AGREEMENT Swingline Loan, together with all Revolving Credit Loans then outstanding at the time of the making of such Swingline Loan together with the aggregate amount of all outstanding Letter of Credit Liabilities exceeds the then aggregate amount of the Revolving Credit Commitments at the time of the making of such Swingline Loans outstanding to the Co-BorrowersLoan. The proceeds thereof shall be applied directly Company agrees that any Lender so purchasing a participation (or assignment) in such Swingline Loan may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to the such participation as fully as if such Lender were a direct holder of a Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that Loan in the amount of such Revolving Credit Loan may not comply with participation. The Company hereby promises to pay the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable Administrative Agent for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the entire outstanding principal amount of the participation so purchased for Swingline Loans, and each day from and including such Swingline Loan shall mature, on the date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such periodCommitment Termination Date.

Borrowings to Repay Swingline Loans. The Co-Borrowers jointly and severally, absolutely, irrevocably and unconditionally promise to pay on Unless the Swingline Expiry Date the outstanding principal balance Company has already given a notice of all Swingline Loans. The Co-Borrowers may prepay the Swingline Loans at any time without penalty or premium. In addition, the Swingline Lender may, on any Business Day, in its sole discretion, demand repayment of the Swingline Loans and the Administrative Agent shall give notice to the Revolving Lenders that the outstanding Swingline Loans shall be funded with a borrowing of Revolving Credit Loans to repay a Swingline Loan, at any time from and including the Swingline Maturity Date for any Swingline Loan until the unpaid principal amount of such Swingline Loan shall have been paid in full, the Swingline Bank may, and the Company hereby irrevocably authorizes and empowers (provided which power is coupled with an interest) the Swingline Bank to, deliver, on behalf of the Company, to the Administrative Agent under Section 2.02(a) hereof a notice of borrowing of Revolving Credit Loans that each are Base Rate Loans in an amount equal to the then unpaid principal amount of such Swingline Loan. In the event that the power of the Swingline Bank to give such notice shall be deemed to have been automatically given upon of borrowing on behalf of the Company is terminated for any reason whatsoever (including, without limitation, a termination resulting from the occurrence of a Default or Event of Default under Section 13.1(gan event specified in clause (f) or (hg) of Section 9 hereof with respect to the Company), or upon the exercise Swingline Bank is otherwise precluded for any reason whatsoever Credit Agreement from giving a notice of remedies borrowing on behalf of the Company as provided in the last paragraph of Section 13.1)preceding sentence, each Bank shall, upon notice from the Swingline Bank on or after the Swingline Maturity Date for such Swingline Loan, promptly purchase from the Swingline Bank a participation in which case each (or, if and to the extent specified by the Swingline Bank, an assignment of) such Swingline Loan in the amount of the Revolving Lenders shall make Revolving Credit Loans constituting Base Rate Loans Loan it would have been obligated to make pursuant to such notice of borrowing. Each Bank shall, not later than 4:00 p.m. New York time on the Co-Borrowers, Business Day on which such notice is given (if such notice is given by 3:00 p.m. New York time) or 9:00 a.m. New York time on the next succeeding Business Day following (if such noticenotice is given after 3:00 p.m., but before 5:00 p.m., New York time), make available the amount of the Base Rate Loan to be made by it (or the amount of the participation or assignment to be purchased by it, as the case may be) to the Administrative Agent at the account specified in Section 2.02(a) hereof and the amount so received by the Administrative Agent shall promptly be made available to the Swingline Bank by remitting the same, in an amount equal immediately available funds, to the Swingline Bank. Promptly following its receipt of any payment in respect of such Revolving LenderSwingline Loan, the Swingline Bank shall pay to each Bank that has acquired a participation in such Swingline Loan such Bank's Commitment Percentage proportionate share of such payment. Anything in this Agreement to the contrary notwithstanding (including, without limitation, in Section 6.03 hereof), the obligation of each Bank to make its Base Rate Loan (or purchase its participation in or assignment of such Swingline Loan, as the case may be) pursuant to this Section 2.02(c) is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or have had against the Company, the Administrative Agent, the Swingline Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the occurrence of any Default, (ii) the financial condition of the Company, any Subsidiary, the Administrative Agent, the Swingline Bank or any other Bank or (iii) the termination or cancellation of the Commitments; provided that no Bank shall be obligated to make any such Base Rate Loan (or to purchase any such participation or direct interest in the Swingline Loan) if (i) before the making of such Swingline Loan, such Bank had Credit Agreement notified the Swingline Bank that a Default had occurred and was continuing and that such Bank would not refinance such Swingline Loan or (ii) to the extent (and only to the extent) that such Swingline Loan, together with all Revolving Credit Loans and Term Loans then outstanding at the time of the making of such Swingline Loan, exceeded the then aggregate amount of all the Commitments at the time of the making of such Swingline Loans outstanding to the Co-BorrowersLoan. The proceeds thereof shall be applied directly Company agrees that any Bank so purchasing a participation (or assignment) in such Swingline Loan may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to the such participation as fully as if such Bank were a direct holder of a Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice as set forth above, notwithstanding (a) that Loan in the amount of such Revolving Credit Loan may not comply with the applicable minimums otherwise required hereunder, (b) the failure of the Co-Borrowers to meet the conditions set forth in Sections 11 or 12 hereof, (c) the occurrence or continuance of a Default or an Event of Default hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount of, or termination of, the Total Commitment at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above (including as a result of the commencement of a proceeding under the federal Bankruptcy Code in respect of any of the Co-Borrowers), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Co-Borrowers on or after such date and prior to such purchase) from the Swingline Lender, and the Swingline Lender shall sell to each Revolving Lender, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the Total Commitment hereunder) by making available to the Swingline Lender an amount equal to such Revolving Lender's participation in the Swingline Loans; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender as a funding and administrative fee until the date as of which the respective participation is purchased, and (y) at the time any purchase of such participation is actually made, the purchasing 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 date such Revolving Credit Loan would otherwise have been made until the date of payment for such participation at the rate of interest in effect applicable to Base Rate Loans during such periodparticipation.