Common use of Procedure for Swing Line Borrowing; Refunding of Swing Line Loans Clause in Contracts

Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. (i) Whenever the Borrower desires that a Swing Line Lender make Swing Line Loans it shall give such Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by such Swing Line Lender not later than 1:00 p.m., New York City time, in the case of Swing Line Loans denominated in Dollars, and 2:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling or any Alternate Swing Line Foreign Currency (or such other time as the Administrative Agent and such Swing Line Lender may consent), on the proposed borrowing date), specifying (x) the amount and currency to be borrowed and (y) the requested borrowing date (which shall be a Business Day during the Commitment Period). A copy of each such notice shall be promptly furnished by the Borrower to the Administrative Agent. Subject to subsection 2.4(a), each borrowing under the Swing Line Commitment shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of Swing Line Loans denominated in Dollars, E5,000,000 or a whole multiple of E1,000,000 in excess thereof, in the case of Swing Line Loans denominated in Euro, £5,000,000 or a whole multiple of £1,000,000 in excess thereof, in the case of Swing Line Loans denominated in Sterling and in the case of Swing Line Loans denominated in such Alternate Swing Line Foreign Currency, an amount in such Alternate Swing Line Foreign Currency of which the Dollar Equivalent is equal to or greater than $5,000,000. Not later than 3:00 p.m., New York City time, in the case of Swing Line Loans denominated in Dollars, and 4:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, on the borrowing date specified in a notice in respect of Swing Line Loans, such Swing Line Lender shall make available to the Administrative Agent at its office specified in subsection 10.2 an amount in immediately available funds equal to the amount of the Swing Line Loan to be made by such Swing Line Lender. The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date by crediting the account of the Borrower on the books of such office in immediately available funds. (ii) Subject to subsection 2.4(b)(vii), each Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs such Swing Line Lender to act on its behalf), on one Business Day’s notice given by such Swing Line Lender no later than 12:00 Noon, New York City time, request each U.S. Lender to make, and each U.S. Lender hereby agrees to make, a U.S. Revolving Credit Loan, in an amount equal to such Lender’s Funding Commitment Percentage of the aggregate amount of the Swing Line Loans made by such Swing Line Lender (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay such Swing Line Lender; provided, that unless any Swing Line Lender otherwise agrees in its sole discretion, any Swing Line Loan outstanding for five Business Days shall be automatically so refunded on such fifth Business Day. Each U.S. Lender shall make the amount of such U.S. Revolving Credit Loan available to the Administrative Agent at its office set forth in subsection 10.2 in immediately available funds, not later than 10:00 a.m., New York City time, one Business Day after the date of such notice. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied by such Swing Line Lender to repay its Refunded Swing Line Loans. (iii) If prior to the time a U.S. Revolving Credit Loan would have otherwise been made pursuant to subsection 2.4(b)(ii), one of the events described in Section 8(g) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by a Swing Line Lender in its sole discretion, U.S. Revolving Credit Loans may not be made as contemplated by subsection 2.4(b)(ii), each U.S. Lender shall, on the date such U.S. Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.4(b)(ii) (the “Refunding Date”), purchase for cash an undivided participating interest in an amount equal to (A) its Funding Commitment Percentage times (B) the aggregate principal amount of Swing Line Loans of each Swing Line Lender then outstanding which were to have been repaid with such U.S. Revolving Credit Loans (the “Swing Line Participation Amount”). (iv) Whenever, at any time after a Swing Line Lender has received from any U.S. Lender such U.S. Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Loans of such Swing Line Lender, such Swing Line Lender will distribute to such U.S. Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such U.S. Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such U.S. Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (v) Each U.S. Lender’s obligation to make the Loans referred to in subsection 2.4(b)(ii) and to purchase participating interests pursuant to subsection 2.4(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any setoff, counterclaim, recoupment, defense or other right which such U.S. Lender or the Borrower may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (C) any adverse change in the condition (financial or otherwise) of the Borrower; (D) any breach of this Agreement by the Borrower or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (vi) Within two Business Days following the last day of each calendar month, each Swing Line Lender shall deliver to the Administrative Agent and the Borrower a statement showing the average daily principal amount of the Swing Line Loans outstanding during the calendar quarter most recently ended. (vii) The Borrower hereby irrevocably and unconditionally authorizes each Swing Line Lender immediately prior to the time that any Swing Line Loan is to be refunded pursuant to subsection 2.4(b)(ii) or a participating interest is to be purchased pursuant to subsection 2.4(b)(iii) to convert into Dollars (at the actual exchange rate then available to it, provided that it shall use its reasonable best efforts to obtain a rate as least as favorable to the Borrower as the Spot Exchange Rate) all amounts then owing to it on account of any Swing Line Loan denominated in Euro, Sterling and any Alternate Swing Line Foreign Currency. Such Swing Line Lender and each U.S. Lender hereby irrevocably and unconditionally agrees that (A) no U.S. Lender shall have any obligation to make any U.S. Revolving Credit Loans pursuant to subsection 2.4(b)(ii) or purchase any participating interests in Swing Line Loans pursuant to subsection 2.4(b)(iii) on account of such Euro-denominated, Sterling-denominated or such Alternate Swing Line Foreign Currency-denominated Swing Line Loans until such time as such Swing Line Lender has effected the conversion described above and provided written notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) of the amount of Dollars owing to it as a result of such conversion and (B) from and after the date upon which such conversion is effected, the obligations of the U.S. Lenders under clauses (ii) and (iii) of subsection 2.4(b) shall be satisfied only by the payment to such Swing Line Lender of such U.S. Lender’s U.S. Commitment Percentage of the amount of Dollars so notified to the Administrative Agent. (viii) Subject to the terms of this Agreement, the Borrower may, at any time and from time to time, prepay a Euro Cost of Funds Loan in Euro, a Sterling Cost of Funds Loan in Sterling or any Alternate Swing Line Foreign Currency Cost of Funds Loan in such Alternate Swing Line Foreign Currency, other than with the proceeds of another Swing Line Loan.

Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. The Borrower may borrow under the Swing Line Commitment on any Business Day during the Revolving Credit Commitment Period from any one or more Swing Line Lenders (i) Whenever subject to the limitations set forth herein); provided that, the Borrower desires that a shall give the applicable Swing Line Lender make Swing Line Loans it shall give such Swing Line Lender Lenders and the Administrative Agent irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by such the applicable Swing Line Lender Lenders not later than 1:00 p.m., P.M. (New York City time, in the case of Swing Line Loans denominated in Dollars, and 2:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling or any Alternate Swing Line Foreign Currency (or such other time as the Administrative Agent and such Swing Line Lender may consent), ) on the proposed borrowing dateBorrowing Date), specifying (xi) the amount and currency to be borrowed and (yii) the requested borrowing date (which shall be a Business Day during the Commitment Period)Borrowing Date. A copy of each such notice shall be promptly furnished by the Borrower to the Administrative Agent. Subject to subsection 2.4(a), each Each borrowing under the Swing Line Commitment shall be in an amount equal to $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Promptly following receipt of any such notice from the Borrower, in the case Administrative Agent shall provide written confirmation to the applicable Swing Line Lender that, after giving effect to the Swing Line Loan requested to be made, (i) the aggregate outstanding amount of Swing Line Loans denominated in Dollarsdoes not exceed the Swing Line Sublimit, E5,000,000 or a whole multiple (ii) the aggregate amount of E1,000,000 in excess thereofAvailable Revolving Credit Commitments is greater than zero and (iii) the Total Revolving Extensions of Credit does not exceed the Maximum Facility Availability, in provided that, (x) such confirmation by the case Administrative Agent shall be based solely on, and without independent verification of, (A) the most recent Borrowing Base Certificate delivered by the Borrower, (B) notices of the borrowing and repayment of Swing Line Loans denominated in Eurodelivered by the Swing Line Lenders to the Administrative Agent pursuant to Section 2.3(b) and this Section 2.4(a), £5,000,000 or a whole multiple respectively, and (C) notices of £1,000,000 in excess thereofthe issuance and termination of Letters of Credit delivered by the Issuing Lenders to the Administrative Agent pursuant to Sections 3.2 and 3.7, respectively, and (y) each determination by the Administrative Agent pursuant to this Section 2.4(a) shall be conclusive and binding on the Borrower and the Lenders in the case absence of Swing Line Loans denominated in Sterling and in the case of Swing Line Loans denominated in such Alternate Swing Line Foreign Currency, an amount in such Alternate Swing Line Foreign Currency of which the Dollar Equivalent is equal to or greater than $5,000,000manifest error. Not later than 3:00 p.m., P.M. (New York City time, ) on the Borrowing Date specified in the case of Swing Line Loans denominated in Dollars, and 4:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, on the borrowing date specified in a notice in respect of any Swing Line LoansLoan, such the applicable Swing Line Lender Lenders shall make available to the Administrative Agent Borrower at its office such account specified by the Borrower in subsection 10.2 the applicable borrowing notice an amount in immediately available funds equal to the amount of such Swing Line Loan. Each Swing Line Lender shall promptly give notice to the Administrative Agent of each Swing Line Loan to be made by such Swing Line Lender. The Lender (including the amount thereof) and provide notice to the Administrative Agent shall make of the proceeds outstanding balance of all Swing Line Loans of such Swing Line Loan available to Lender upon the Borrower on such Borrowing Date by crediting the account request of the Borrower on the books of such office in immediately available fundsAdministrative Agent. (iia) Subject to subsection 2.4(b)(vii), each Each Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs such each Swing Line Lender to act on its behalf), on one Business Day’s notice given by such Swing Line Lender to the Administrative Agent no later than 12:00 Noon, Noon (New York City time, ) request each U.S. Revolving Credit Lender to make, and each U.S. Revolving Credit Lender hereby agrees to make, a U.S. Revolving Credit Loan (which shall initially be a Base Rate Loan), in an amount equal to such Revolving Credit Lender’s Funding Commitment Revolving Credit Percentage of the aggregate amount of the such Swing Line Lender’s Swing Line Loans made by such Swing Line Lender (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay such Swing Line Lender; provided, that unless any Swing Line Lender otherwise agrees in its sole discretion, any Swing Line Loan outstanding for five Business Days shall be automatically so refunded on such fifth Business Day. Each U.S. Revolving Credit Lender shall make the amount of such U.S. Revolving Credit Loan available to the Administrative Agent at its office set forth in subsection 10.2 the Funding Office in immediately available funds, not later than 10:00 a.m., A.M. (New York City time, ) one Business Day after the date of such notice. The proceeds of such U.S. Revolving Credit Loans shall be made immediately applied available by the Administrative Agent to the applicable Swing Line Lender for application by such Swing Line Lender to repay its the repayment of the Refunded Swing Line Loans. (iiib) If prior to the time a U.S. Revolving Credit Loan would have otherwise been made pursuant to subsection 2.4(b)(iiSection 2.4(b), one of the events described in Section 8(g8.1(f) shall have occurred and be continuing with respect to the Borrower Borrower, or if for any other reason, as determined by a any Swing Line Lender in its sole discretion, U.S. Revolving Credit Loans may not be made as contemplated by subsection 2.4(b)(iiSection 2.4(b), each U.S. Revolving Credit Lender shall, on the date such U.S. Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.4(b)(ii2.4(b) (the “Refunding Date”), purchase for cash an undivided participating interest in such Swing Line Lender’s then outstanding Swing Line Loans by paying to such Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (Ai) its Funding Commitment such Revolving Credit Lender’s Revolving Credit Percentage times (Bii) the sum of the aggregate principal amount of such Swing Line Lender’s Swing Line Loans of each Swing Line Lender then outstanding which were to have been repaid with such U.S. Revolving Credit Loans (the “Swing Line Participation Amount”)Loans. (ivc) Whenever, at any time after a Swing Line Lender has received from any U.S. Revolving Credit Lender such U.S. Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Loans of such Swing Line Lender’s Swing Line Loans, such Swing Line Lender will distribute to such U.S. Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such U.S. Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all such Swing Lime Lender’s Swing Line Loans then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such U.S. Revolving Credit Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (vd) Each U.S. Revolving Credit Lender’s obligation to make the Loans referred to in subsection 2.4(b)(iiSection 2.4(b) and to purchase participating interests pursuant to subsection 2.4(b)(iiiSection 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (Ai) any setoff, counterclaim, recoupment, defense or other right which such U.S. Revolving Credit Lender or the Borrower may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (Ciii) any adverse change in the condition (financial or otherwise) of the Borrower; (Div) any breach of this Agreement by the Borrower or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (Ev) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (vie) Within two Business Days following the last day of each calendar month, each Any Swing Line Lender shall deliver may resign upon 30 days’ notice to the Administrative Agent Agent, the Lenders and the Borrower. In the event of any such resignation, the Borrower shall be entitled to appoint from among the Lenders a statement showing the average daily principal amount of the Swing Line Loans outstanding during the calendar quarter most recently ended. (vii) The Borrower hereby irrevocably and unconditionally authorizes each successor Swing Line Lender immediately prior to hereunder by written agreement among the time that any Swing Line Loan is to be refunded pursuant to subsection 2.4(b)(ii) or a participating interest is to be purchased pursuant to subsection 2.4(b)(iii) to convert into Dollars (at Borrower, the actual exchange rate then available to itAdministrative Agent, provided that it shall use its reasonable best efforts to obtain a rate as least as favorable to the Borrower as the Spot Exchange Rate) all amounts then owing to it on account of any Swing Line Loan denominated in Euro, Sterling and any Alternate Swing Line Foreign Currency. Such resigning Swing Line Lender and each U.S. the successor Swing Line Lender, provided that, the failure by the Borrower to appoint a successor shall not affect the resignation of such Swing Line Lender. Any Swing Line Lender hereby irrevocably resigning hereunder shall (i) retain all the rights of a Swing Line Lender set forth in this Agreement and unconditionally agrees that (A) no U.S. Lender shall have any obligation the other Loan Documents with respect to Swing Line Loans made by it and outstanding as of the effective date of its resignation, including the right to require the Lenders to make any U.S. Revolving Credit Loans pursuant to subsection 2.4(b)(ii) or purchase any participating interests participations in outstanding Swing Line Loans pursuant to subsection 2.4(b)(iii) on account Section 2.4, but, after receipt by the Administrative Agent, the Lenders and the Borrower of notice of resignation from such Euro-denominated, Sterling-denominated or such Alternate Swing Line Foreign Currency-denominated Swing Line Loans until such time as Lender, such Swing Line Lender has effected the conversion described above shall not be required, and provided written notice shall be discharged from its obligations, to the Administrative Agent (which shall promptly forward such notice make additional Swing Line Loans, without affecting its rights and obligations with respect to the Lenders) of the amount of Dollars owing to Swing Line Loans previously made by it as a result of such conversion and (B) from and after the date upon which such conversion is effected, the obligations of the U.S. Lenders under clauses (ii) the provisions of Sections 2.17, 2.18 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Swing Line Lender under this Agreement. Upon the appointment of a successor Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning Swing Line Lender and (iiib) the successor Swing Line Lender shall repay all outstanding Obligations with respect to Swing Line Loans due to the resigning Swing Line Lender. In the event that the Borrower does not appoint a successor Swing Line Lender to replace a resigning Swing Line Lender, on the effective date of subsection 2.4(bsuch resigning Swing Line Lender’s resignation, (x) such Swing Line Lender’s Swing Line Commitment shall automatically terminate and (y) the Swing Line Sublimit shall automatically be satisfied only reduced by the payment an amount equal to such Swing Line Lender of such U.S. Lender’s U.S. Swing Line Commitment Percentage of the amount of Dollars so notified to the Administrative Agent. (viii) Subject to the terms of this Agreement, until the Borrower may, at any time and from time to time, prepay appoints a Euro Cost of Funds Loan in Euro, a Sterling Cost of Funds Loan in Sterling or any Alternate successor Swing Line Foreign Currency Cost of Funds Loan Lender, if any, in such Alternate accordance with this Section 2.4(f), provided that, in no event shall the aggregate Swing Line Foreign Currency, other than with the proceeds Commitments of another all Swing Line LoanLenders exceed the Swing Line Sublimit. The Administrative Agent shall notify the Revolving Credit Lenders of any such resignation or replacement of a Swing Line Lender.

Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. The Borrower may borrow under the Swing Line Commitment on any Business Day during the Revolving Credit Commitment Period from any one or more Swing Line Lenders (i) Whenever subject to the limitations set forth herein); provided that, the Borrower desires that a shall give the applicable Swing Line Lender make Swing Line Loans it shall give such Swing Line Lender Lenders and the Administrative Agent irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by such the applicable Swing Line Lender Lenders not later than 1:00 p.m., P.M. (New York City time, in the case of Swing Line Loans denominated in Dollars, and 2:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling or any Alternate Swing Line Foreign Currency (or such other time as the Administrative Agent and such Swing Line Lender may consent), ) on the proposed borrowing dateBorrowing Date), specifying (xi) the amount and currency to be borrowed and (yii) the requested borrowing date (which shall be a Business Day during the Commitment Period)Borrowing Date. A copy of each such notice shall be promptly furnished by the Borrower to the Administrative Agent. Subject to subsection 2.4(a), each Each borrowing under the Swing Line Commitment shall be in an amount equal to $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Promptly following receipt of any such notice from the Borrower, in the case Administrative Agent shall provide written confirmation to the applicable Swing Line Lender that, after giving effect to the Swing Line Loan requested to be made, (i) the aggregate outstanding amount of Swing Line Loans denominated in Dollarsdoes not exceed the Swing Line Sublimit, E5,000,000 or a whole multiple (ii) the aggregate amount of E1,000,000 in excess thereofAvailable Revolving Credit Commitments is greater than zero and (iii) the Total Revolving Extensions of Credit does not exceed the Maximum Facility Availability, in provided that, (x) such confirmation by the case Administrative Agent shall be based solely on, and without independent verification of, (A) the most recent Borrowing Base Certificate delivered by the Borrower, (B) notices of the borrowing and repayment of Swing Line Loans denominated in Eurodelivered by the Swing Line Lenders to the Administrative Agent pursuant to Section 2.3(b) and this Section 2.4(a), £5,000,000 or a whole multiple respectively, and (C) notices of £1,000,000 in excess thereofthe issuance and termination of Letters of Credit delivered by the Issuing Lenders to the Administrative Agent pursuant to Sections 3.2 and 3.7, respectively, and (y) each determination by the Administrative Agent pursuant to this Section 2.4(a) shall be conclusive and binding on the Borrower and the Lenders in the case absence of Swing Line Loans denominated in Sterling and in the case of Swing Line Loans denominated in such Alternate Swing Line Foreign Currency, an amount in such Alternate Swing Line Foreign Currency of which the Dollar Equivalent is equal to or greater than $5,000,000manifest error. Not later than 3:00 p.m., P.M. (New York City time, ) on the Borrowing Date specified in the case of Swing Line Loans denominated in Dollars, and 4:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, on the borrowing date specified in a notice in respect of any Swing Line LoansLoan, such the applicable Swing Line Lender Lenders shall make available to the Administrative Agent Borrower at its office such account specified by the Borrower in subsection 10.2 the applicable borrowing notice an amount in immediately available funds equal to the amount of such Swing Line Loan. Each Swing Line Lender shall promptly give notice to the Administrative Agent of each Swing Line Loan to be made by such Swing Line Lender. The Lender (including the amount thereof) and provide daily notice to the Administrative Agent shall make no later than12:00 Noon (New York City time) of the proceeds outstanding balance of all Swing Line Loans of such Swing Line Loan available to the Borrower on such Borrowing Date by crediting the account of the Borrower on the books of such office in immediately available fundsLender. (iia) Subject to subsection 2.4(b)(vii), each Each Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs such each Swing Line Lender to act on its behalf), on one Business Day’s notice given by such Swing Line Lender to the Administrative Agent no later than 12:00 Noon, Noon (New York City time, ) request each U.S. Revolving Credit Lender to make, and each U.S. Revolving Credit Lender hereby agrees to make, a U.S. Revolving Credit Loan (which shall initially be a Base Rate Loan), in an amount equal to such Revolving Credit Lender’s Funding Commitment Revolving Credit Percentage of the aggregate amount of the such Swing Line Lender’s Swing Line Loans made by such Swing Line Lender (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay such Swing Line Lender; provided, that unless any Swing Line Lender otherwise agrees in its sole discretion, any Swing Line Loan outstanding for five Business Days shall be automatically so refunded on such fifth Business Day. Each U.S. Revolving Credit Lender shall make the amount of such U.S. Revolving Credit Loan available to the Administrative Agent at its office set forth in subsection 10.2 the Funding Office in immediately available funds, not later than 10:00 a.m., A.M. (New York City time, ) one Business Day after the date of such notice. The proceeds of such U.S. Revolving Credit Loans shall be made immediately applied available by the Administrative Agent to the applicable Swing Line Lender for application by such Swing Line Lender to repay its the repayment of the Refunded Swing Line Loans. (iiib) If prior to the time a U.S. Revolving Credit Loan would have otherwise been made pursuant to subsection 2.4(b)(iiSection 2.4(b), one of the events described in Section 8(g8.1(f) shall have occurred and be continuing with respect to the Borrower Borrower, or if for any other reason, as determined by a any Swing Line Lender in its sole discretion, U.S. Revolving Credit Loans may not be made as contemplated by subsection 2.4(b)(iiSection 2.4(b), each U.S. Revolving Credit Lender shall, on the date such U.S. Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.4(b)(ii2.4(b) (the “Refunding Date”), purchase for cash an undivided participating interest in such Swing Line Lender’s then outstanding Swing Line Loans by paying to such Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (Ai) its Funding Commitment such Revolving Credit Lender’s Revolving Credit Percentage times (Bii) the sum of the aggregate principal amount of such Swing Line Lender’s Swing Line Loans of each Swing Line Lender then outstanding which were to have been repaid with such U.S. Revolving Credit Loans (the “Swing Line Participation Amount”)Loans. (ivc) Whenever, at any time after a Swing Line Lender has received from any U.S. Revolving Credit Lender such U.S. Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Loans of such Swing Line Lender’s Swing Line Loans, such Swing Line Lender will distribute to such U.S. Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such U.S. Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all such Swing Lime Lender’s Swing Line Loans then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such U.S. Revolving Credit Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (vd) Each U.S. Revolving Credit Lender’s obligation to make the Loans referred to in subsection 2.4(b)(iiSection 2.4(b) and to purchase participating interests pursuant to subsection 2.4(b)(iiiSection 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (Ai) any setoff, counterclaim, recoupment, defense or other right which such U.S. Revolving Credit Lender or the Borrower may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (Ciii) any adverse change in the condition (financial or otherwise) of the Borrower; (Div) any breach of this Agreement by the Borrower or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (Ev) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (vie) Within two Business Days following the last day of each calendar month, each Any Swing Line Lender shall deliver may resign upon 30 days’ notice to the Administrative Agent Agent, the Lenders and the Borrower. In the event of any such resignation, the Borrower shall be entitled to appoint from among the Lenders a statement showing the average daily principal amount of the Swing Line Loans outstanding during the calendar quarter most recently ended. (vii) The Borrower hereby irrevocably and unconditionally authorizes each successor Swing Line Lender immediately prior to hereunder by written agreement among the time that any Swing Line Loan is to be refunded pursuant to subsection 2.4(b)(ii) or a participating interest is to be purchased pursuant to subsection 2.4(b)(iii) to convert into Dollars (at Borrower, the actual exchange rate then available to itAdministrative Agent, provided that it shall use its reasonable best efforts to obtain a rate as least as favorable to the Borrower as the Spot Exchange Rate) all amounts then owing to it on account of any Swing Line Loan denominated in Euro, Sterling and any Alternate Swing Line Foreign Currency. Such resigning Swing Line Lender and each U.S. the successor Swing Line Lender, provided that, the failure by the Borrower to appoint a successor shall not affect the resignation of such Swing Line Lender. Any Swing Line Lender hereby irrevocably resigning hereunder shall (i) retain all the rights of a Swing Line Lender set forth in this Agreement and unconditionally agrees that (A) no U.S. Lender shall have any obligation the other Loan Documents with respect to Swing Line Loans made by it and outstanding as of the effective date of its resignation, including the right to require the Lenders to make any U.S. Revolving Credit Loans pursuant to subsection 2.4(b)(ii) or purchase any participating interests participations in outstanding Swing Line Loans pursuant to subsection 2.4(b)(iii) on account Section 2.4, but, after receipt by the Administrative Agent, the Lenders and the Borrower of notice of resignation from such Euro-denominated, Sterling-denominated or such Alternate Swing Line Foreign Currency-denominated Swing Line Loans until such time as Lender, such Swing Line Lender has effected the conversion described above shall not be required, and provided written notice shall be discharged from its obligations, to the Administrative Agent (which shall promptly forward such notice make additional Swing Line Loans, without affecting its rights and obligations with respect to the Lenders) of the amount of Dollars owing to Swing Line Loans previously made by it as a result of such conversion and (B) from and after the date upon which such conversion is effected, the obligations of the U.S. Lenders under clauses (ii) the provisions of Sections 2.17, 2.18 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Swing Line Lender under this Agreement. Upon the appointment of a successor Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning Swing Line Lender and (iiib) the successor Swing Line Lender shall repay all outstanding Obligations with respect to Swing Line Loans due to the resigning Swing Line Lender. In the event that the Borrower does not appoint a successor Swing Line Lender to replace a resigning Swing Line Lender, on the effective date of subsection 2.4(bsuch resigning Swing Line Lender’s resignation, (x) such Swing Line Lender’s Swing Line Commitment shall automatically terminate and (y) the Swing Line Sublimit shall automatically be satisfied only reduced by the payment an amount equal to such Swing Line Lender of such U.S. Lender’s U.S. Swing Line Commitment Percentage of the amount of Dollars so notified to the Administrative Agent. (viii) Subject to the terms of this Agreement, until the Borrower may, at any time and from time to time, prepay appoints a Euro Cost of Funds Loan in Euro, a Sterling Cost of Funds Loan in Sterling or any Alternate successor Swing Line Foreign Currency Cost of Funds Loan Lender, if any, in such Alternate accordance with this Section 2.4(f), provided that, in no event shall the aggregate Swing Line Foreign Currency, other than with the proceeds Commitments of another all Swing Line LoanLenders exceed the Swing Line Sublimit. The Administrative Agent shall notify the Revolving Credit Lenders of any such resignation or replacement of a Swing Line Lender.

Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. (ia) Whenever the U.S. Borrower desires that a the U.S. Swing Line Lender make U.S. Swing Line Loans it the U.S. Borrower shall give such the U.S. Swing Line Lender irrevocable telephonic notice confirmed promptly in writing with a copy to the Administrative Agent (which telephonic notice must be received by such the U.S. Swing Line Lender not later than 1:00 p.m.P.M., New York City time, in the case of Swing Line Loans denominated in Dollars, and 2:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling or any Alternate Swing Line Foreign Currency (or such other time as the Administrative Agent and such Swing Line Lender may consent), on the proposed borrowing dateBorrowing Date), specifying (xi) the amount and currency to be borrowed and (yii) the requested borrowing date Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). A copy of each such notice shall be promptly furnished by the Borrower to the Administrative Agent. Subject to subsection 2.4(a), each Each borrowing under the U.S. Swing Line Sub Commitment shall be in an amount equal to $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof, in the case of Swing Line Loans denominated in Dollars, E5,000,000 or a whole multiple of E1,000,000 in excess thereof, in the case of Swing Line Loans denominated in Euro, £5,000,000 or a whole multiple of £1,000,000 in excess thereof, in the case of Swing Line Loans denominated in Sterling and in the case of Swing Line Loans denominated in such Alternate Swing Line Foreign Currency, an amount in such Alternate Swing Line Foreign Currency of which the Dollar Equivalent is equal to or greater than $5,000,000. Not later than 3:00 p.m.P.M., New York City time, in the case of Swing Line Loans denominated in Dollars, and 4:00 p.m., London time, in the case of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, on the borrowing date Borrowing Date specified in a notice in respect of U.S. Swing Line Loans, such the U.S. Swing Line Lender shall make available to the Administrative Agent at its office specified in subsection 10.2 the Funding Office an amount in immediately available funds equal to the amount of the U.S. Swing Line Loan to be made by such the U.S. Swing Line Lender. The Administrative Agent shall make the proceeds of such U.S. Swing Line Loan available to the U.S. Borrower on such Borrowing Date by crediting the depositing such proceeds in an account of the U.S. Borrower with the Administrative Agent on the books of such office Borrowing Date in immediately available funds. (iib) Subject to subsection 2.4(b)(vii), each The U.S. Swing Line Lender, at any time and from time to time in its sole and absolute discretion maymay (and on the Swing Line Loan Maturity Date, shall), on behalf of the U.S. Borrower (which hereby irrevocably directs such the U.S. Swing Line Lender to act on its behalf), on one Business Day’s notice given by such the U.S. Swing Line Lender to the Administrative Agent no later than 12:00 Noon, New York City time, request each U.S. Revolving Lender to make, and each U.S. Revolving Lender hereby agrees to make, a U.S. Revolving Credit Loan (which shall initially be a Base Rate Loan), in an amount equal to such U.S. Revolving Lender’s Funding Commitment U.S. Revolving Credit Percentage of the aggregate amount of the U.S. Swing Line Loans made by such Swing Line Lender (the “U.S. Refunded Swing Line Loans”) outstanding on the date of such notice, to repay such the U.S. Swing Line Lender; provided, that unless any Swing Line Lender otherwise agrees in its sole discretion, any Swing Line Loan outstanding for five Business Days shall be automatically so refunded on such fifth Business Day. Each U.S. Revolving Lender shall make the amount of such U.S. Revolving Credit Loan available to the Administrative Agent at its office set forth in subsection 10.2 the Funding Office in immediately available funds, not later than 10:00 a.m.A.M., New York City time, one Business Day after the date of such notice. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied made available by such the Administrative Agent to the U.S. Swing Line Lender for application by the U.S. Swing Line Lender to the repayment of the U.S. Refunded Swing Line Loans. The U.S. Borrower and any Group Member which has guaranteed the U.S. Borrower’s Obligations irrevocably authorize the U.S. Swing Line Lender to charge such Person’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such U.S. Refunded Swing Line Loans to the extent amounts received from the U.S. Revolving Lenders are not sufficient to repay its in full such U.S. Refunded Swing Line Loans. (iiic) If prior to the time a U.S. Revolving Credit Loan would have otherwise been made pursuant to subsection 2.4(b)(iiSection 3.4(b), one of the events described in Section 8(g9(f) shall have occurred and be continuing with respect to the U.S. Borrower or if for any other reason, as determined by a the U.S. Swing Line Lender in its sole discretion, U.S. Revolving Credit Loans may not be made as contemplated by subsection 2.4(b)(iiSection 3.4(b), each U.S. Revolving Lender shall, on the date such U.S. Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.4(b)(ii3.4(b) (the “U.S. Refunding Date”), purchase for cash an undivided participating interest in the then outstanding U.S. Swing Line Loans by paying to the U.S. Swing Line Lender an amount (the “U.S. Swing Line Participation Amount”) equal to (Ai) its Funding Commitment such U.S. Revolving Lender’s U.S. Revolving Credit Percentage times (Bii) the sum of the aggregate principal amount of U.S. Swing Line Loans of each Swing Line Lender then outstanding which that were to have been repaid with such U.S. Revolving Credit Loans (the “Swing Line Participation Amount”)Loans. (ivd) Whenever, at any time after a the U.S. Swing Line Lender has received from any U.S. Revolving Lender such U.S. Lender’s U.S. Swing Line Participation Amount, such the U.S. Swing Line Lender receives any payment on account of the U.S. Swing Line Loans of such Swing Line LenderLoans, such the U.S. Swing Line Lender will distribute to such Lender a pro rata portion thereof based upon its U.S. Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such U.S. Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all U.S. Swing Line Loans then due); provided, however, that in the event that such payment received by such the U.S. Swing Line Lender is required to be returned, such U.S. Revolving Lender will return to such the U.S. Swing Line Lender any portion thereof previously distributed to it by such the U.S. Swing Line Lender. (ve) Each U.S. Revolving Lender’s obligation to make the Loans referred to in subsection 2.4(b)(iiSection 3.4(b) and to purchase participating interests pursuant to subsection 2.4(b)(iiiSection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such U.S. Revolving Lender or the U.S. Borrower may have against any the U.S. Swing Line Lender, the U.S. Borrower or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 56; (Ciii) any adverse change in the condition (financial or otherwise) of the BorrowerU.S. Borrower or any other Loan Party; (Div) any breach of this Agreement by the Borrower or any other Loan Document by the U.S. Borrower, any other Loan Party or any other Revolving Lender; or (Ev) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (vif) Within two The Canadian Borrower may borrow under the Canadian Swing Line Sub Commitment on any Business Days following Day during the last day Revolving Commitment Period, provided, the Canadian Borrower shall give the Canadian Swing Line Lender irrevocable written notice (which written notice must be received by the Canadian Swing Line Lender not later than 10:00 A.M., Toronto time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date. Each borrowing under the Canadian Swing Line Sub Commitment shall be in an amount equal to $500,000 or Cdn. $500,000 or a whole multiple of each calendar month$100,000 or Cdn. $100,000 in excess thereof. Not later than 3:00 P.M., each Toronto time, on the Borrowing Date specified in the borrowing notice in respect of any Canadian Swing Line Loan, the Canadian Swing Line Lender shall deliver make available to the Canadian Administrative Agent and at the Borrower a statement showing Canadian Payment Office an amount in immediately available funds equal to the average daily principal amount of the such Canadian Swing Line Loans outstanding during Loan. The Canadian Administrative Agent shall make the calendar quarter most recently endedproceeds of such Canadian Swing Line Loan available to the Canadian Borrower on such Borrowing Date by depositing such proceeds in an account of the Canadian Borrower with a financial institution designated by the Canadian Borrower in immediately available funds. (viig) The Borrower hereby irrevocably and unconditionally authorizes each Canadian Swing Line Lender immediately prior to the time that any Swing Line Loan is to be refunded pursuant to subsection 2.4(b)(ii) or a participating interest is to be purchased pursuant to subsection 2.4(b)(iii) to convert into Dollars (at the actual exchange rate then available to it, provided that it shall use its reasonable best efforts to obtain a rate as least as favorable to the Borrower as the Spot Exchange Rate) all amounts then owing to it on account of any Swing Line Loan denominated in Euro, Sterling and any Alternate Swing Line Foreign Currency. Such Swing Line Lender and each U.S. Lender hereby irrevocably and unconditionally agrees that (A) no U.S. Lender shall have any obligation to make any U.S. Revolving Credit Loans pursuant to subsection 2.4(b)(ii) or purchase any participating interests in Swing Line Loans pursuant to subsection 2.4(b)(iii) on account of such Euro-denominated, Sterling-denominated or such Alternate Swing Line Foreign Currency-denominated Swing Line Loans until such time as such Swing Line Lender has effected the conversion described above and provided written notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) of the amount of Dollars owing to it as a result of such conversion and (B) from and after the date upon which such conversion is effected, the obligations of the U.S. Lenders under clauses (ii) and (iii) of subsection 2.4(b) shall be satisfied only by the payment to such Swing Line Lender of such U.S. Lender’s U.S. Commitment Percentage of the amount of Dollars so notified to the Administrative Agent. (viii) Subject to the terms of this Agreement, the Borrower may, at any time and from time to time in its sole and absolute discretion may (and on the Swing Line Loan Maturity Date, shall), on behalf of the Canadian Borrower (which hereby irrevocably directs the Canadian Swing Line Lender to act on its behalf), on one Business Day’s notice given by the Canadian Swing Line Lender to the Canadian Administrative Agent no later than 12:00 Noon, Toronto time, prepay a Euro Cost of Funds Loan in Eurorequest each Canadian Revolving Lender to make, and each Canadian Revolving Lender hereby agrees to make, a Sterling Cost Canadian Revolving Loan (which shall initially be a Canadian Prime Rate Loan or a Base Rate Loan), in an amount equal to such Canadian Revolving Lender’s Canadian Revolving Credit Percentage of Funds the aggregate amount of the Canadian Swing Line Loans (the “Canadian Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Canadian Swing Line Lender. Each Canadian Revolving Lender shall make the amount of such Canadian Revolving Loan available to the Canadian Administrative Agent at the Canadian Payment Office in Sterling immediately available funds, not later than 10:00 A.M., Toronto time, one Business Day after the date of such notice. The proceeds of such Canadian Revolving Loans shall be made immediately available by the Canadian Administrative Agent to the Canadian Swing Line Lender for application by the Canadian Swing Line Lender to the repayment of the Canadian Refunded Swing Line Loans. The Canadian Borrower and any Group Member which has guaranteed the Canadian Borrower’s Obligations irrevocably authorizes the Canadian Swing Line Lender to charge such Person’s accounts with the Canadian Administrative Agent or any Alternate of its Affiliates (up to the amount available in each such account) in order to immediately pay the amount of such Canadian Refunded Swing Line Foreign Currency Cost of Funds Loan Loans to the extent amounts received from the Canadian Revolving Lenders are not sufficient to repay in full such Alternate Canadian Refunded Swing Line Foreign CurrencyLoans. (h) If prior to the time a Canadian Revolving Loan would have otherwise been made pursuant to Section 3.4(g), one of the events described in Section 9(f) shall have occurred and be continuing with respect to either Borrower, or if for any other than with reason, as determined by the proceeds of another Canadian Swing Line LoanLender in its sole discretion, Canadian Revolving Loans may not be made as contemplated by Section 3.4(g), each Canadian Revolving Lender shall, on the date such Canadian Revolving Loan was to have been made pursuant to the notice referred to in Section 3.4(g) (the “Canadian Refunding Date”), purchase for cash an undivided participating interest in the then outstanding Canadian Swing Line Loans by paying to the Canadian Swing Line Lender an amount (the “Canadian Swing Line Participation Amount”) equal to (i) such Canadian Revolving Lender’s Canadian Revolving Credit Percentage times (ii) the sum of the aggregate principal amount of Canadian Swing Line Loans then outstanding which were to have been repaid with such Canadian Revolving Loans. (i) Whenever, at any time after the Canadian Swing Line Lender has received from any Canadian Revolving Lender such Lender’s Canadian Swing Line Participation Amount, the Canadian Swing Line Lender receives any payment on account of the Canadian Swing Line Loans, the Canadian Swing Line Lender will distribute to such Lender a pro rata portion thereof based upon its Canadian Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Canadian Swing Line Loans then due); provided, however, that in the event that such payment received by the Canadian Swing Line Lender is required to be returned, such Canadian Revolving Lender will return to the Canadian Swing Line Lender any portion thereof previously distributed to it by the Canadian Swing Line Lender. (j) Each Canadian Revolving Lender’s obligation to make the Loans referred to in Section 3.4(g) and to purchase participating interests pursuant to Section 3.4(h) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Canadian Revolving Lender or the Canadian Borrower may have against the Canadian Swing Line Lender, the Canadian Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Canadian Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Canadian Borrower, any other Loan Party, or any other Canadian Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.