Common use of Repayment of Swing Line Loans; Evidence of Debt Clause in Contracts

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified Borrower hereby unconditionally promises to pay to its Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), the then unpaid principal amount of all Swing Line Loans made to such Specified Borrower. Each Specified Borrower hereby further agrees to pay interest on the unpaid principal amount of all Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof until payment in full thereof at the Swing Line Rate for the Currency of such Swing Line Loan, payable on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currency. (b) Each Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank from time to time, including the amounts of principal and interest payable and paid to such Swing Line Bank from time to time under this Agreement. The entries made in the accounts of each Swing Line Bank maintained pursuant to this subsection 4.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified Borrower therein recorded; provided, however, that the failure of any Swing Line Bank to maintain any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified Borrower by such Swing Line Bank in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The U.S. Borrower hereby unconditionally promises to pay to its each Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), Lender the then unpaid principal amount of all each of its Swing Line Loans made on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to such Specified Borrowertime pursuant to this Agreement. Each Specified The U.S. Borrower hereby further agrees to pay interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof until payment thereof in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 7.1. (b) Each Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the U.S. Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank made by it from time to time, including the amounts of principal and interest payable thereon and paid to such Swing Line Bank from time to time under this Agreement. . (c) The Administrative Agent shall maintain the Register pursuant to subsection 15.6(d), and a subaccount therein for each Swing Line Lender, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder, (ii) the amount of each Lender's participating interest in such Swing Line Loans, (iii) the amount of any principal or interest due and payable or to become due and payable from the U.S. Borrower hereunder in respect of the Swing Line Loans and (iv) both the amount of any sum received by the Administrative Agent hereunder from the U.S. Borrower in respect of the Swing Line Loans, each Lender's participating interest therein (if any) and the amount thereof payable to each Swing Line Lender. (d) The entries made in the Register and the accounts of each the Swing Line Bank Lenders maintained pursuant to this subsection 4.3(b) 3.3 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified the U.S. Borrower therein recorded; provided, however, that the failure of any Swing Line Bank Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified the U.S. Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified the U.S. Borrower by such the Swing Line Bank Lenders in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The U.S. Borrower hereby unconditionally promises to pay to its the Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), Dollar Lender the then unpaid principal amount of all the Swing Line Dollar Loans made on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to such Specified Borrowertime pursuant to this Agreement. Each Specified The U.S. Borrower hereby further agrees to pay interest to the Swing Line Dollar Lender on the unpaid principal amount of all the Swing Line Dollar Loans made by the Swing Line Dollar Lender from time to time outstanding until payment thereof in full at the rates per annum, and on the dates, set forth in subsection 9.1. On each date of payment of principal of a Swing Line Dollar Loan to the Swing Line Dollar Lender, the U.S. Borrower shall provide written notice of such payment to the General Administrative Agent to be received by the General Administrative Agent on the date of such payment. (b) Each of the U.S. Borrower and each Foreign Subsidiary Borrower hereby unconditionally promises to pay to the Swing Line Multicurrency Lender the then unpaid principal amount of the Swing Line Multicurrency Loans made to such Specified Borrower on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to time pursuant to this Agreement. Each of the U.S. Borrower and each Foreign Subsidiary Borrower hereby further agrees to pay interest to the Swing Line Multicurrency Lender on the unpaid principal amount of the Swing Line Multicurrency Loans made by the Swing Line Multicurrency Lender to such Borrower from time to time outstanding from the date thereof until payment thereof in full thereof at the rates per annum, and on the dates, set forth in subsection 9.1. On each date of payment of principal of a Swing Line Multicurrency Loan to the Swing Line Rate for Multicurrency Lender, the Currency relevant Borrower shall provide written notice of such Swing Line Loan, payable payment to the General Administrative Agent to be received by the General Administrative Agent on the last Business Day date of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencypayment. (bc) Each Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the U.S. Borrower and, with respect to such Swing Line Bank Multicurrency Loans, each Foreign Subsidiary Borrower resulting from each Swing Line Loan of such Bank made by it from time to time, including the amounts of principal and interest payable thereon and paid to such Swing Line Bank from time to time under this Agreement. . (d) The General Administrative Agent (together with the Canadian Administrative Agent) shall maintain the Register pursuant to subsection 17.6(d), and a subaccount therein for the Swing Line Lenders, in which shall be recorded (i) the date and amount of each Swing Line Loan made hereunder, (ii) the amount of each U.S. Revolving Lender's participating interest in such Swing Line Dollar Loans, (iii) the amount of each Multicurrency Lender's participating interest in such Swing Line Multicurrency Loans, (iv) the date and amount of any principal or interest due and payable or to become due and payable from the U.S. Borrower or any Foreign Subsidiary Borrower hereunder in respect of the Swing Line Dollar Loans and Swing Line Multicurrency Loans, (v) both the date and amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower in respect of the Swing Line Dollar Loans, each U.S. Revolving Lender's participating interest therein (if any) and the amount thereof payable to the Swing Line Dollar Lender and (vi) both the date and amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower and each Foreign Subsidiary Borrower in respect of the Swing Line Multicurrency Loans, each Multicurrency Lender's participating interest therein (if any) and the amount thereof payable to the Swing Line Multicurrency Lender. (e) The entries made in the Register and the accounts of each the Swing Line Bank Lenders maintained pursuant to this subsection 4.3(b) 3.3 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified the U.S. Borrower and the Foreign Subsidiary Borrowers therein recorded; provided, however, that the failure of any Swing Line Bank Lender or the Administrative Agents to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified (i) the U.S. Borrower to repay (with applicable interest) the Swing Line Dollar Loans made to such Specified the U.S. Borrower by such the Swing Line Bank Dollar Lender in accordance with the terms of this Agreement and (ii) the U.S. Borrower and the Foreign Subsidiary Borrowers to repay (with applicable interest) the Swing Line Multicurrency Loans made to the relevant Borrower by the Swing Line Multicurrency Lender in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each With respect to each Swing Line Loan, each Specified Borrower hereby unconditionally promises to pay to its the applicable Swing Line Bank on the earlier of (i) the Termination Date Date, (or ii) the date which is 30 days after the making of such earlier Swing Line Loan, (iii) the date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or and (iv) the date on which all the Loans become due and payable pursuant to Section 12)13, the then unpaid principal amount of all such Swing Line Loans Loan made to such Specified Borrower. Each Specified Borrower hereby further agrees to pay the applicable Swing Line Bank interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof hereof until payment in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 8.14. (b) Each Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank from time to time, including the amounts of principal and interest payable and paid to such Swing Line Bank from time to time under this Agreement. . (c) The Administrative Agent shall maintain the Register pursuant to subsection 15.6(b), and a subaccount therein for each Swing Line Bank, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and each Interest Period (if any) applicable thereto and (ii) the amount of any principal or interest due and payable or to become due and payable from each Specified Borrower to each Swing Line Bank under Swing Line Loans. (d) The entries made in the Register and the accounts of each Swing Line Bank maintained pursuant to this subsection 4.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified Borrower therein recorded; provided, however, that the failure of any Swing Line Bank or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified Borrower by such Swing Line Bank in accordance with the terms of this Agreement. In the event of any conflict between the records maintained by any Swing Line Bank and the records maintained by the Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The U.S. Borrower hereby unconditionally promises to pay to its each Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), Lender the then unpaid principal amount of all each of its Swing Line Loans made on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to such Specified Borrowertime pursuant to this Agreement. Each Specified The U.S. Borrower hereby further agrees to pay interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof until payment thereof in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 9.1. (b) Each Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the U.S. Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank made by it from time to time, including the amounts of principal and interest payable thereon and paid to such Swing Line Bank from time to time under this Agreement. . (c) The General Administrative Agent (together with the Canadian Administrative Agent) shall maintain the Register pursuant to subsection 17.6(d), and a subaccount therein for each Swing Line Lender, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder, (ii) the amount of each U.S. Lender's participating interest in such Swing Line Loans, (iii) the amount of any principal or interest due and payable or to become due and payable from the U.S. Borrower hereunder in respect of the Swing Line Loans and (iv) both the amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower in respect of the Swing Line Loans, each U.S. Lender's participating interest therein (if any) and the amount thereof payable to each Swing Line Lender. (d) The entries made in the Register and the accounts of each the Swing Line Bank Lenders maintained pursuant to this subsection 4.3(b) 3.3 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified the U.S. Borrower therein recorded; provided, however, that the failure of any Swing Line Bank Lender or the Administrative Agents to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified the U.S. Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified the U.S. Borrower by such the Swing Line Bank Lenders in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The U.S. Borrower hereby unconditionally promises to pay to its the Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), Dollar Lender the then unpaid principal amount of all the Swing Line Dollar Loans made on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to such Specified Borrowertime pursuant to this Agreement. Each Specified The U.S. Borrower hereby further agrees to pay interest to the Swing Line Dollar Lender on the unpaid principal amount of all the Swing Line Dollar Loans made by the Swing Line Dollar Lender from time to time outstanding until payment thereof in full at the rates per annum, and on the dates, set forth in subsection 9.1. On each date of payment of principal of a Swing Line Dollar Loan to the Swing Line Dollar Lender, the U.S. Borrower shall provide written notice of such payment to the General Administrative Agent to be received by the General Administrative Agent on the date of such payment. (b) Each of the U.S. Borrower and each Foreign Subsidiary Borrower hereby unconditionally promises to pay to the Swing Line Multicurrency Lender the then unpaid principal amount of the Swing Line Multicurrency Loans made to such Specified Borrower on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to time pursuant to this Agreement. Each of the U.S. Borrower and each Foreign Subsidiary Borrower hereby further agrees to pay interest to the Swing Line Multicurrency Lender on the unpaid principal amount of the Swing Line Multicurrency Loans made by the Swing Line Multicurrency Lender to such Borrower from time to time outstanding from the date thereof until payment thereof in full thereof at the rates per annum, and on the dates, set forth in subsection 9.1. On each date of payment of principal of a Swing Line Multicurrency Loan to the Swing Line Rate for Multicurrency Lender, the Currency relevant Borrower shall provide written notice of such Swing Line Loan, payable payment to the General Administrative Agent to be received by the General Administrative Agent on the last Business Day date of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencypayment. (bc) Each Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the U.S. Borrower and, with respect to such Swing Line Bank Multicurrency Loans, each Foreign Subsidiary Borrower resulting from each Swing Line Loan of such Bank made by it from time to time, including the amounts of principal and interest payable thereon and paid to such Swing Line Bank from time to time under this Agreement. . (d) The General Administrative Agent (together with the Canadian Administrative Agent) shall maintain the Register pursuant to subsection 17.6(d), and a subaccount therein for the Swing Line Lenders, in which shall be recorded (i) the date and amount of each Swing Line Loan made hereunder, (ii) the amount of each U.S. Lender's participating interest in such Swing Line Dollar Loans, (iii) the amount of each Multicurrency Lender's participating interest in such Swing Line Multicurrency Loans, (iv) the date and amount of any principal or interest due and payable or to become due and payable from the U.S. Borrower or any Foreign Subsidiary Borrower hereunder in respect of the Swing Line Dollar Loans and Swing Line Multicurrency Loans, (v) both the date and amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower in respect of the Swing Line Dollar Loans, each U.S. Lender's participating interest therein (if any) and the amount thereof payable to the Swing Line Dollar Lender and (vi) both the date and amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower and each Foreign Subsidiary Borrower in respect of the Swing Line Multicurrency Loans, each Multicurrency Lender's participating interest therein (if any) and the amount thereof payable to the Swing Line Multicurrency Lender. (e) The entries made in the Register and the accounts of each the Swing Line Bank Lenders maintained pursuant to this subsection 4.3(b) 3.3 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified the U.S. Borrower and the Foreign Subsidiary Borrowers therein recorded; provided, however, that the failure of any Swing Line Bank Lender or the Administrative Agents to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified (i) the U.S. Borrower to repay (with applicable interest) the Swing Line Dollar Loans made to such Specified the U.S. Borrower by such the Swing Line Bank Dollar Lender in accordance with the terms of this Agreement and (ii) the U.S. Borrower and the Foreign Subsidiary Borrowers to repay (with applicable interest) the Swing Line Multicurrency Loans made to the relevant Borrower by the Swing Line Multicurrency Lender in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified Borrower hereby unconditionally promises to pay to its Swing Line Bank on the Revolving Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 1213), the then unpaid principal amount of all Swing Line Loans made to such Specified Borrower. Each Specified Borrower hereby further agrees to pay interest on the unpaid principal amount of all Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof until payment in full thereof at the Swing Line Rate for the Currency of such Swing Line Loan, payable on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currency. (b) Each Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank from time to time, including the amounts of principal and interest payable and paid to such Swing Line Bank from time to time under this Agreement. The entries made in the accounts of each Swing Line Bank maintained pursuant to this subsection 4.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified Borrower therein recorded; provided, however, that the failure of any Swing Line Bank to maintain any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified Borrower by such Swing Line Bank in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified Borrower hereby unconditionally promises to pay to its Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 1210), the then unpaid principal amount of all Swing Line Loans made to such Specified Borrower. Each Specified Borrower hereby further agrees to pay interest on the unpaid principal amount of all Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof until payment in full thereof at the Swing Line Rate for the Currency of such Swing Line Loan, payable on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currency. (b) Each Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank from time to time, including the amounts of principal and interest payable and paid to such Swing Line Bank from time to time under this Agreement. The entries made in the accounts of each Swing Line Bank maintained pursuant to this subsection 4.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified Borrower therein recorded; provided, however, that the failure of any Swing Line Bank to maintain any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified Borrower by such Swing Line Bank in accordance with the terms of this Agreement.. 1.8

Repayment of Swing Line Loans; Evidence of Debt. (a) Each With respect to each Swing Line Loan, each Specified Borrower hereby unconditionally promises to pay to its the applicable Swing Line Bank on the earlier of (i) the Termination Date Date, (or ii) the date which is 30 days after the making of such earlier Swing Line Loan, (iii) the date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or and (iv) the date on which all the Loans become due and payable pursuant to Section 12)13, the then unpaid principal amount of all such Swing Line Loans Loan made to such Specified Borrower. Each Specified Borrower hereby further agrees to pay the applicable Swing Line Bank interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof hereof until payment in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 8.14. (b) Each Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank from time to time, including the amounts of principal and interest payable and paid to such Swing Line Bank from time to time under this Agreement. . (c) The Administrative Agent shall maintain the Register pursuant to subsection 15.6(b), and a subaccount therein for each Swing Line Bank, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and each Interest Period (if any) applicable thereto and (ii) the amount of any principal or interest due and payable or to become due and payable from each Specified Borrower to each Swing Line Bank under Swing Line Loans. (d) The entries made in the Register and the accounts of each Swing Line Bank maintained pursuant to this subsection 4.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified Borrower therein recordedrecorded absent manifest error; provided, however, that the failure of any Swing Line Bank or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified Borrower by such Swing Line Bank in accordance with the terms of this Agreement. In the event of any conflict between the records maintained by any Swing Line Bank and the records maintained by the Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The U.S. Borrower hereby unconditionally promises to pay to its each Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), Lender the then unpaid principal amount of all the Swing Line Loans made on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to such Specified Borrowertime pursuant to this Agreement. Each Specified The U.S. Borrower hereby further agrees to pay interest to the relevant Swing Line Lender on the unpaid principal amount of all the Swing Line Loans made to by such Specified Borrower Swing Line Lender from time to time outstanding from the date thereof until payment thereof in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such subsection 10.1. On each date of payment of principal of a Swing Line Bank and Loan to a Swing Line Loans in Lender, the U.S. Borrower shall provide written notice of such Currencypayment to the General Administrative Agent to be received by the General Administrative Agent on the date of such payment. (b) Each Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the U.S. Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank made by it from time to time, including the amounts of principal and interest payable thereon and paid to such Swing Line Bank from time to time under this Agreement. . (c) The General Administrative Agent (together with the Canadian Administrative Agent) shall maintain the Register pursuant to subsection 18.6(d), and a subaccount therein for the Swing Line Lenders, in which shall be recorded (i) the date and 50 43 amount of each Swing Line Loan made hereunder, (ii) the amount of each U.S. Lender's participating interest in such Swing Line Loans, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the U.S. Borrower hereunder in respect of the Swing Line Loans and (iv) both the date and amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower in respect of the Swing Line Loans, each U.S. Lender's participating interest therein (if any) and the amount thereof payable to each Swing Line Lender. (d) The entries made in the Register and the accounts of each the Swing Line Bank Lenders maintained pursuant to this subsection 4.3(b) 3.3 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified the U.S. Borrower therein recorded; provided, however, that the failure of any Swing Line Bank Lender or the Administrative Agents to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified the U.S. Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified the U.S. Borrower by such Swing Line Bank Lender in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The Borrower hereby unconditionally promises to pay to its the Administrative Agent for the account of the Swing Line Bank Lender the then unpaid principal amount of the Swing Line Loans on the Termination Date (or such earlier date on which such the Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 1210), the then unpaid principal amount of all Swing Line Loans made to such Specified Borrower. Each Specified The Borrower hereby further agrees to pay to the Administrative Agent for the account of the Swing Line Lender interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof hereof until payment in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 3.4. (b) Each The Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the Borrower to such the Swing Line Bank Lender resulting from each the Swing Line Loan of such Bank Loans made by the Swing Line Lender from time to time, including the amounts of principal and interest payable and paid to such the Swing Line Bank Lender from time to time under this Agreement. . (c) The Administrative Agent shall record in the Register (i) the amount and Borrowing Date of each Swing Line Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder in respect of Swing Line Loans. (d) The entries made in the accounts of each Swing Line Bank maintained Register pursuant to this subsection 4.3(b2.7(c) shall, to the extent permitted by applicable law, and absent manifest error, be prima facie evidence of the existence and amounts of the obligations of each Specified the Borrower therein recorded; provided, however, that the failure of any the Swing Line Bank Lender to maintain any such accountaccount pursuant to subsection 2.7(b) or the Administrative Agent to make recordings in the Register pursuant to subsection 2.7(c), or any error therein, shall not in any manner affect the obligation of each Specified the Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified the Borrower by such the Swing Line Bank Lender in accordance with the terms of this Agreement. (e) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, which request is communicated to the Borrower, the Borrower will execute and deliver to the Swing Line Lender a promissory note of the Borrower, dated the Closing Date, evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit E with appropriate insertions as to date and principal amount (a "Swing Line Note"). The Swing Line Lender is hereby authorized to record the date and amount of each Swing Line Loan made by the Swing Line Lender and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Swing Line Note, and any such recordation shall, to the extent permitted by applicable law, and absent manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made to the Borrower by the Swing Line Lender in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The Borrower hereby unconditionally promises to pay to its the Agent for the account of the Swing Line Bank Lender the then unpaid principal amount of the Swing Line Loans on the Termination Date (or such earlier date on which such the Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 1211), the then unpaid principal amount of all Swing Line Loans made to such Specified Borrower. Each Specified The Borrower hereby further agrees to pay interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof hereof until payment in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 5.4. (b) Each The Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the Borrower to such the Swing Line Bank Lender resulting from each the Swing Line Loan of such Bank Loans made by the Swing Line Lender from time to time, including the amounts of principal and interest payable and paid to such the Swing Line Bank Lender from time to time under this Agreement. . (c) The Agent shall record in the Register (i) the amount and Borrowing Date of each Swing Line Loan made hereunder,(ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Agent hereunder in respect of Swing Line Loans. (d) The entries made in the accounts of each Swing Line Bank maintained Register pursuant to this subsection 4.3(b3.7(c) shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations of each Specified the Borrower therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any the Swing Line Bank Lender or the Agent to maintain any such accountthe Register, or any error therein, shall not in any manner affect the obligation of each Specified the Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified the Borrower by such the Swing Line Bank Lender in accordance with the terms of this Agreement. (e) The Borrower agrees that, upon the request to the Agent by the Swing Line Lender, which request is communicated to the Borrower, the Borrower will execute and deliver to the Swing Line Lender a promissory note of the Borrower, dated the Effective Date, evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of EXHIBIT O with appropriate insertions as to date and principal amount (a "SWING LINE NOTE"). The Swing Line Lender is hereby authorized to record the date and amount of each Swing Line Loan made by the Swing Line Lender and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Swing Line Note, and any such recordation shall, to the extent permitted by applicable law, constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that the failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made to the Borrower by the Swing Line Lender in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The U.S. Borrower hereby unconditionally promises to pay to its the Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), Lender the then unpaid principal amount of all the Swing Line Loans made on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to such Specified Borrowertime pursuant to this Agreement. Each Specified The U.S. Borrower hereby further agrees to pay interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof until payment thereof in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 10.1. (b) Each The Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the U.S. Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank made by it from time to time, including the amounts of principal and interest payable thereon and paid to such Swing Line Bank from time to time under this Agreement. . (c) The General Administrative Agent (together with the Canadian Administrative Agent) shall maintain the Register pursuant to subsection 18.6(d), and a subaccount therein for the Swing Line Lender, in which shall be recorded (i) the date and amount of each Swing Line Loan made hereunder, (ii) the amount of each U.S. Lender's participating interest in such Swing Line Loans, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the U.S. Borrower hereunder in respect of the Swing Line Loans and (iv) both the date and amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower in respect of the Swing Line Loans, each U.S. Lender's participating interest therein (if any) and the amount thereof payable to the Swing Line Lender. (d) The entries made in the Register and the accounts of each the Swing Line Bank Lender maintained pursuant to this subsection 4.3(b) 3.3 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified the U.S. Borrower therein recorded; provided, however, that the failure of any the Swing Line Bank Lender or the Administrative Agents to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Specified the U.S. Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified the U.S. Borrower by such the Swing Line Bank Lender in accordance with the terms of this Agreement.

Repayment of Swing Line Loans; Evidence of Debt. (a) Each Specified The U.S. Borrower hereby unconditionally promises to pay to its the Swing Line Bank on the Termination Date (or such earlier date on which such Swing Line Loans become due and payable pursuant to subsection 4.4 or on which all the Loans become due and payable pursuant to Section 12), Lender the then unpaid principal amount of all the Swing Line Loans made on the Revolving Credit Termination Date and on such other dates and in such other amounts as may be required from time to such Specified Borrowertime pursuant to this Agreement. Each Specified The U.S. Borrower hereby further agrees to pay interest on the unpaid principal amount of all the Swing Line Loans made to such Specified Borrower from time to time outstanding from the date thereof until payment thereof in full thereof at the Swing Line Rate for the Currency of such Swing Line Loanrates per annum, payable and on the last Business Day of each calendar month on which such Swing Line Loans are outstanding. All payments in respect of Swing Line Loans shall be made by such Specified Borrower to its Swing Line Bank at the address dates, set forth in Schedule III for such Swing Line Bank and Swing Line Loans in such Currencysubsection 10.1. (b) Each The Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Specified the U.S. Borrower to such Swing Line Bank resulting from each Swing Line Loan of such Bank made by it from time to time, including the amounts of principal and interest payable thereon and paid to such Swing Line Bank from time to time under this Agreement. . (c) The General Administrative Agent (together with the Canadian Administrative Agent) shall maintain the Register pursuant to subsection 18.6(d), and a subaccount therein for the Swing Line Lender, in which shall be recorded (i) the date and amount of each Swing Line Loan made hereunder, (ii) the amount of each U.S. Lender's participating interest in such Swing Line Loans, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the U.S. Borrower hereunder in respect of the Swing Line Loans and (iv) both the date and amount of any sum received by the General Administrative Agent hereunder from the U.S. Borrower in respect of the Swing Line Loans, each U.S. Lender's participating interest therein (if any) and the amount thereof payable to the Swing Line Lender. (d) The entries made in the Register and the accounts of each the Swing Line Bank Lender maintained pursuant to this subsection 4.3(b) 3.3 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Specified the U.S. Borrower therein recorded; provided, however, that the failure of any Swing Line Bank to maintain any such account, or any error therein, shall not in any manner affect the obligation of each Specified Borrower to repay (with applicable interest) the Swing Line Loans made to such Specified Borrower by such Swing Line Bank in accordance with the terms of this Agreement.Lender or the