Common use of Revolving Loans and Swing Line Loans Clause in Contracts

Revolving Loans and Swing Line Loans. (i) If on any date (A) any Revolving Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Revolving Lender’s Revolving Commitment then in effect, (B) the aggregate principal amount of the outstanding Swing Line Loans of any Swing Line Lender as of such date (after giving effect to any concurrent prepayment of the Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment of the Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excess. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (a) During the Revolving Loan Commitment Period, subject to the terms and conditions hereof, (i) If on any date (A) any each Lender severally agrees to make Revolving Loans to Company in the aggregate amount up to but not exceeding such Lender’s Revolving Exposure as of such date Loan Commitment, and (after giving effect ii) Swing Line Lender hereby agrees to any concurrent prepayment of make Swing Line Loans to Company in an aggregate amount up to but not exceeding the Swing Line Sublimit, in each case to be used for the purposes identified in Section 2.5. Amounts borrowed pursuant to this Section 2.2 may be repaid and reborrowed during the Revolving Loans) would exceed such Revolving Loan Commitment Period. Each Lender’s Revolving Loan Commitment, and Swing Line Lender’s Swing Line Loan Commitment, shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all Swing Line Loans and all other amounts owed hereunder with respect to the Revolving Loans, the Swing Line Loans, the Revolving Loan Commitments and the Swing Line Loan Commitment shall be paid in full no later than such date. (b) Except pursuant to Section 2.2(e) or Section 2.3(d), (i) Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount, (ii) Eurodollar Rate Revolving Loans shall be made in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount, and (iii) Swing Line Loans shall be made in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Anything contained herein to the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect. (c) Whenever Company desires that Lenders make Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 12:00 noon (BNew York City time) (i) at least three (3) Business Days in advance of the aggregate principal proposed Credit Extension Date in the case of a Eurodollar Rate Loan; and (ii) at least one (1) Business Day in advance of the proposed Credit Extension Date in the case of a Base Rate Loan; provided, whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Funding Notice no later than 12:00 noon (New York City time) on the proposed Credit Extension Date. Except as otherwise provided herein, a Funding Notice for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith. Promptly after receipt by Administrative Agent of a Funding Notice (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. (d) Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the applicable Credit Extension Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:30 p.m. (New York City time) on the applicable Credit Extension Date, in each case by wire transfer of same day funds in Dollars, at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Credit Extension Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). (e) With respect to any Swing Line Loan that has not been voluntarily prepaid by Company, Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 a.m. (New York City time) on the first Business Day in advance of the proposed Credit Extension Date, a notice (the “Refunding Notice”) (which shall be deemed to be a Funding Notice given by Company) requesting Lenders having Revolving Credit Exposure to make Revolving Loans that are Base Rate Loans on such Credit Extension Date in an amount equal to the amount of such Swing Line Loans (each, a “Refunded Swing Line Loan”) outstanding on the date of such Refunding Notice. Promptly after receipt by Administrative Agent of a Refunding Notice, Administrative Agent shall notify each such Lender thereof. Anything contained herein to the contrary notwithstanding, the proceeds of such Revolving Loans made by Lenders shall be immediately delivered by Administrative Agent solely to Swing Line Lender and applied to repay a corresponding amount of the outstanding applicable Refunded Swing Line Loans. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company’s accounts, if any (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders having Revolving Credit Exposure in the manner contemplated by Section 10.4. (f) If for any reason (i) Revolving Loans are not made upon the request of Swing Line Lender as provided in Section 2.2(e) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such date (after giving effect to any concurrent prepayment of the outstanding Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect ; or (Dii) the Total Revolving Exposure as of such date (after giving effect to Loan Commitments are terminated at a time when any concurrent prepayment of the Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loansthen, in each either case, each Lender having Revolving Credit Exposure shall be deemed to, and hereby agrees to, have purchased a participation in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in the case of this clause (ii), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each such Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and all outstanding Revolving LoansPayment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each such Lender agrees to enter into a separate participation agreement at the L/C Obligations request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any such Lender exceeds fails to make available to Swing Line Lender the amount of such Lender’s participation as provided herein, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided herein, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. In addition, in the case of each Lender that is deemed to have purchased a participation in such outstanding Swing Line Loan as specified in this Section 2.2(f), the Swing Line Lender (i) shall keep a register, meeting the requirements of Temporary Treasury Regulation Section 5f.103-1(c), of each such Lender, specifying such Lender’s entitlement to payments of principal and interest with respect to such participation, and (ii) shall collect, prior to the time such Lender receives payments, from each such Lender the appropriate forms, certificates and statements described in Section 2.20 (and updated as required by Section 2.20) as if such Lender were a Lender under Section 2.20. (g) Anything contained herein to the contrary notwithstanding, each such Lender’s obligation to make Revolving Commitment Loans for the purpose of repaying any Refunded Swing Line Loans, and each such Lender’s obligation to purchase a participation in any unpaid Swing Line Loans, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (ii) the occurrence or continuation of an Event of Default or a Default; (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (iv) any breach hereof or any other Credit Document by any party thereto; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each such Lender are subject to the condition that (1) Swing Line Lender believed in good faith that all conditions under Section 3 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as then in effectthe case may be, then were satisfied at the US Borrower shall deposit Cash Collateral time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (2) the satisfaction of any such condition not satisfied had been waived in accordance with Section 2.07(m) in an aggregate amount equal 10.5 prior to or at the time such excessRefunded Swing Line Loans or other unpaid Swing Line Loans were made. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. From time to time on any Business Day occurring from and after the Closing Date until five Business Days prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”) agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrower (i) If on any date (A) any Revolving equal to such Lender’s Revolving Exposure as Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrower to be made on such date day and (after giving effect to any concurrent prepayment ii) otherwise, in accordance with clause (a) of Revolving Loans) would exceed such Revolving Lender’s Revolving Commitment then in effect, Section 2.7; and (Bb) the aggregate Swing Line Lender, in reliance upon the agreements of the Revolving Loan Lenders set forth in Section 2.3.2, but nonetheless in its sole and absolute discretion, will make loans (its “Swing Line Loans”) to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such day. On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of any all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender as of such date (after giving effect to any concurrent prepayment of the Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment Loan Percentage of the then existing Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Loan Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessAmount. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (a) During the Revolving Loan Commitment Period, subject to the terms and conditions hereof, (i) If each Lender severally agrees to make Revolving Loans to Company in the aggregate amount up to but not exceeding such Lender's Revolving Loan Commitment, and (ii) Swing Line Lender hereby agrees to make Swing Line Loans to Company in an aggregate amount up to but not exceeding the Swing Line Sublimit, in each case to be used for the purposes identified in Section 2.5. Amounts borrowed pursuant to this Section 2.2 may be repaid and reborrowed during the Revolving Loan Commitment Period. Each Lender's Revolving Loan Commitment, and Swing Line Lender's Swing Line Loan Commitment, shall expire on any date the Revolving Loan Commitment Termination Date and all Revolving Loans and all Swing Line Loans and all other amounts owed hereunder with respect to the Revolving Loans, the Swing Line Loans, the Revolving Loan Commitments and the Swing Line Loan Commitment shall be paid in full no later than such date. Notwithstanding the foregoing, the Revolving Loan Commitments and the Swing Line Loan Commitment shall expire immediately and without further action on December 19, 2003 if the Tranche B Term Loans are not made on or before that date. (Ab) any Except pursuant to Section 2.2(e) or Section 2.3(d), (i) Revolving Lender’s Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount, (ii) Eurodollar Rate Revolving Exposure as Loans shall be made in an aggregate minimum amount of such date $2,000,000 and integral multiples of $500,000 in excess of that amount, and (after giving effect iii) Swing Line Loans shall be made in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Anything contained herein to any concurrent prepayment the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loans) would Loan Commitments at any time exceed such the Revolving Lender’s Revolving Commitment Loan Commitments then in effect. (c) Whenever Company desires that Lenders make Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later 40 CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A than 12:00 noon (BNew York City time) (i) at least three (3) Business Days in advance of the aggregate principal proposed Credit Extension Date in the case of a Eurodollar Rate Loan; and (ii) at least one (1) Business Day in advance of the proposed Credit Extension Date in the case of a Base Rate Loan; provided, whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Funding Notice no later than 12:00 noon (New York City time) on the proposed Credit Extension Date. Except as otherwise provided herein, a Funding Notice for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith. Promptly after receipt by Administrative Agent of a Funding Notice (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. (d) Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the applicable Credit Extension Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:30 p.m. (New York City time) on the applicable Credit Extension Date, in each case by wire transfer of same day funds in Dollars, at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Credit Extension Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). (e) With respect to any Swing Line Loan that has not been voluntarily prepaid by Company, Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 a.m. (New York City time) on the first Business Day in advance of the proposed Credit Extension Date, a notice (the "REFUNDING NOTICE") (which shall be deemed to be a Funding Notice given by Company) requesting Lenders having Revolving Credit Exposure to make Revolving Loans that are Base Rate Loans on such Credit Extension Date in an amount equal to the amount of such Swing Line Loans (each, a "REFUNDED SWING LINE LOAN") outstanding on the date of such Refunding Notice. Promptly after receipt by Administrative Agent of a Refunding Notice, Administrative Agent shall notify each such Lender thereof. Anything contained herein to the contrary notwithstanding, the proceeds of such Revolving Loans made by Lenders shall be immediately delivered by Administrative Agent solely to Swing Line Lender and applied to repay a corresponding amount of the outstanding applicable Refunded Swing Line Loans. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts, if any (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such 41 CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A Revolving Loans made by Lenders are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders having Revolving Credit Exposure in the manner contemplated by Section 10.4. (f) If for any reason (i) Revolving Loans are not made upon the request of Swing Line Lender as provided in Section 2.2(e) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such date (after giving effect to any concurrent prepayment of the outstanding Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect ; or (Dii) the Total Revolving Exposure as of such date (after giving effect to Loan Commitments are terminated at a time when any concurrent prepayment of the Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loansthen, in each either case, each Lender having Revolving Credit Exposure shall be deemed to, and hereby agrees to, have purchased a participation in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in the case of this clause (ii), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each such Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and all Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each such Lender agrees to enter into a separate participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any such Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided herein, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided herein, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. In addition, in the case of each Lender that is deemed to have purchased a participation in such outstanding Swing Line Loan as specified in this Section 2.2(f), the Swing Line Lender (i) shall keep a register, meeting the requirements of Temporary Treasury Regulation Section 5f.103-1(c), of each such Lender, specifying such Lender's entitlement to payments of principal and interest with respect to such participation, and (ii) shall collect, prior to the time such Lender receives payments, from each such Lender the appropriate forms, certificates and statements described in Section 2.20 (and updated as required by Section 2.20) as if such Lender were a Lender under Section 2.20. (g) Anything contained herein to the contrary notwithstanding, each such Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans, and each such Lender's obligation to purchase a participation in any unpaid Swing Line Loans, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (ii) the L/C Obligations occurrence or continuation of an 42 CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A Event of Default or a Default; (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (iv) any breach hereof or any other Credit Document by any party thereto; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each such Lender are subject to the condition that (1) Swing Line Lender believed in good faith that all conditions under Section 3 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (2) the satisfaction of any Lender exceeds such Lender’s Revolving Commitment as then in effect, then the US Borrower shall deposit Cash Collateral condition not satisfied had been waived in accordance with Section 2.07(m) in an aggregate amount equal 10.5 prior to or at the time such excessRefunded Swing Line Loans or other unpaid Swing Line Loans were made. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (a) During the Revolving Loan Commitment Period, subject to the terms and conditions hereof, (i) If each Lender severally agrees to make Revolving Loans to Company in the aggregate amount up to but not exceeding such Lender's Revolving Loan Commitment, and (ii) Swing Line Lender hereby agrees to make Swing Line Loans to Company in an aggregate amount up to but not exceeding the Swing Line Sublimit, in each case to be used for the purposes identified in SECTION 2.5. Amounts borrowed pursuant to this SECTION 2.2 may be repaid and reborrowed during the Revolving Loan Commitment Period. Each Lender's Revolving Loan Commitment, and Swing Line Lender's Swing Line Loan Commitment, shall expire on any date the Revolving Loan Commitment Termination Date and all Revolving Loans and all Swing Line Loans and all other amounts owed hereunder with respect to the Revolving Loans, the Swing Line Loans, the Revolving Loan Commitments and the Swing Line Loan Commitment shall be paid in full no later than such date. Notwithstanding the foregoing, the Revolving Loan Commitments and the Swing Line Loan Commitment shall expire immediately and without further action on October 30, 1998 if the Term Loans are not made on or before that date. (Ab) any Except pursuant to SECTION 2.2(e) or SECTION 2.3(d), (i) Base Rate Revolving Lender’s Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in 41 excess of that amount, (ii) Eurodollar Rate Revolving Exposure as Loans shall be made in an aggregate minimum amount of such date $2,000,000 and integral multiples of $500,000 in excess of that amount, and (after giving effect iii) Swing Line Loans shall be made in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Anything contained herein to any concurrent prepayment the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loans) would Loan Commitments at any time exceed such the Revolving Lender’s Revolving Commitment Loan Commitments then in effect. (c) Whenever Company desires that Lenders make Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 12:00 Noon (BNew York City time) (i) at least three Business Days in advance of the aggregate principal proposed Credit Extension Date in the case of a Eurodollar Rate Loan; and (ii) at least one Business Day in advance of the proposed Credit Extension Date in the case of a Base Rate Loan; PROVIDED, whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Funding Notice no later than 12:00 Noon (New York City time) on the proposed Credit Extension Date. Except as otherwise provided herein, a Funding Notice for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith. Promptly after receipt by Administrative Agent of a Funding Notice (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. (d) Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Credit Extension Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:30 P.M. (New York City time) on the applicable Credit Extension Date, in each case by wire transfer of same day funds in Dollars, at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Credit Extension Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). (e) With respect to any Swing Line Loan that has not been voluntarily prepaid by Company, Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 A.M. (New York City time) on the first Business Day in advance of the proposed Credit Extension Date, a notice (the "REFUNDING NOTICE") (which shall be deemed to be a Funding Notice given by Company) requesting Lenders to make Base Rate Revolving Loans on such Credit Extension Date in an amount equal to the amount of such Swing Line Loans (each, a "REFUNDED SWING LINE LOAN") outstanding on the date of such Refunding Notice. Anything contained herein to the contrary notwithstanding, the proceeds of such Revolving Loans made by Lenders shall be immediately delivered by Administrative Agent solely to Swing Line Lender and applied to repay a corresponding amount of the outstanding applicable Refunded Swing Line Loans. Company hereby authorizes Administrative Agent and Swing Line Lender to charge 42 Company's accounts, if any, with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by SECTION 10.4. (f) If for any reason (i) Revolving Loans are not made upon the request of Swing Line Lender as provided in SECTION 2.2(e) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such date (after giving effect to any concurrent prepayment of the outstanding Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect ; or (Dii) the Total Revolving Exposure as of such date (after giving effect to Loan Commitments are terminated at a time when any concurrent prepayment of the Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loansthen, in each either case, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in the case of the foregoing clause (ii), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and all outstanding Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each Lender agrees to enter into a separate participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided herein, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided herein, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. (g) Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans, and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (ii) the L/C Obligations occurrence or continuation of an Event of Default or a Default; (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (iv) any breach hereof or any other Credit Document by any party thereto; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED, such obligations of each Lender are subject to the condition that (1) Swing Line Lender believed in good faith that all conditions under SECTION 3 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (2) the satisfaction of any Lender exceeds such Lender’s Revolving Commitment as then in effect, then the US Borrower shall deposit Cash Collateral condition not satisfied had been waived in accordance with Section 2.07(m) in an aggregate amount equal SECTION 10.5 prior to or at the time such excessRefunded Swing Line Loans or other unpaid Swing Line Loans were made. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (a) From time to time on any Business Day occurring on and after the Closing Date, but prior to the Revolving Loan Commitment Termination Date, each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”) agrees that it will make loans (relative to such Lender, its “Revolving Loans”, which term shall be deemed to include the Original Revolving Loans, if any, outstanding immediately prior to the effectiveness of this Agreement) (i) If to the Company, denominated in Dollars, and (ii) to any Designated Borrower, denominated in an Alternate Currency, in each case, equal to such Lender’s Revolving Loan Percentage of the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of each Borrowing of the Revolving Loans requested by the applicable Borrower to be made on such day; and (b) From time to time on any date Business Day occurring on and after the Closing Date, but prior to the Revolving Loan Commitment Termination Date, the Swing Line Lender agrees that it will make loans (Aits “Swing Line Loans”) denominated in Dollars to the Company equal to the principal amount of the Swing Line Loan requested by the Company to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “Swing Line Loan Commitment”. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, (i) the Dollar Equivalent of such Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Revolving Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment then in effectAmount, (Bii) the Dollar Equivalent of the aggregate principal amount of Alternate Currency Loans, together with the outstanding Dollar Equivalent of Letters of Credit Outstandings denominated in an Alternate Currency, would exceed the Alternate Currency Commitment Amount, or (iii) the Dollar Equivalent of the aggregate amount of Revolving Loans and Swing Line Loans outstanding together with the Dollar Equivalent of any Letters of Credit Outstandings would exceed the Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender as of such date (shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (x) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (y) unless otherwise agreed to any concurrent prepayment of by the Swing Line Loans) Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Table of Contents Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment Loan Percentage of the then existing Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Loan Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessAmount. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (a) From time to time on any Business Day occurring from and after the Second Restatement Effective Date, but prior to the Original Revolving Loan Commitment Termination Date, each Original Revolving Loan Lender agrees that it will make Original Revolving Loans (i) If to the Company, denominated in Dollars, and (ii) to any Designated Borrower, denominated in an Alternate Currency, in each case, equal to such Lender’s Original Revolving Loan Percentage of the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of each Borrowing of the Original Revolving Loans requested by the applicable Borrower to be made on such day; (b) From time to time on any date Business Day occurring from and after the Second Restatement Effective Date, but prior to the Extended Revolving Loan Commitment Termination Date, each Extended Revolving Loan Lender agrees that it will make Extended Revolving Loans (Ai) to the Company, denominated in Dollars, and (ii) to any Designated Borrower, denominated in an Alternate Currency, in each case, equal to such Lender’s Extended Revolving Loan Percentage of the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of each Borrowing of the Extended Revolving Loans requested by the applicable Borrower to be made on such day; and (c) From time to time on any Business Day occurring from and after the Second Restatement Effective Date, but prior to the Extended Revolving Loan Commitment Termination Date, the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) denominated in Dollars to the Company equal to the principal amount of the Swing Line Loan requested by the Company to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “Swing Line Loan Commitment”. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Original Revolving Loan Lender shall be permitted or required to make any Original Revolving Loan and no Extended Revolving Loan Lender shall be permitted or required to make any Extended Revolving Loan if, after giving effect thereto, (i) in the case of Original Revolving Loans, the Dollar Equivalent of such Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Lender’s Original Revolving Loan Percentage of the then existing Original Revolving Loan Commitment Amount, (ii) in the case of Extended Revolving Loans, the Dollar Equivalent of such Lender’s Revolving Exposure would exceed such Lender’s Extended Revolving Loan Percentage of the then existing Extended Revolving Loan Commitment then in effectAmount, (Biii) the Dollar Equivalent of the aggregate principal amount of Alternate Currency Loans, together with the outstanding Dollar Equivalent of Letters of Credit Outstandings, would exceed the Alternate Currency Commitment Amount, or (iv) the Dollar Equivalent of the aggregate amount of Revolving Loans and Swing Line Loans outstanding together with the Dollar Equivalent of any Letters of Credit Outstandings would exceed the Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender as of such date (shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (x) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (y) unless otherwise agreed to any concurrent prepayment of by the Swing Line Loans) Lender, in its sole discretion, the sum of all Swing Line Loans and Extended Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Extended Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Extended Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment Loan Percentage of the then existing Extended Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Loan Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessAmount. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. From time to time on any Business Day occurring from and after the Amendment Effective Date, but prior to the Revolving Loan Commitment Termination Date: (a) each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”) agrees that it will make loans (relative to such Lender, its “Revolving Loans”) (i) If to the Company, denominated in Dollars, and (ii) to any Designated Borrower, denominated in an Alternate Currency, in each case, equal to such Lender’s Revolving Loan Percentage of the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of each Borrowing of the Revolving Loans requested by the applicable Borrower to be made on any date such day; and (Ab) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) denominated in Dollars to the Company equal to the principal amount of the Swing Line Loan requested by the Company to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “Swing Line Loan Commitment”. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, (i) the Dollar Equivalent of such Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Revolving Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment then in effectAmount, (Bii) the Dollar Equivalent of the aggregate principal amount of Alternate Currency Loans, together with the outstanding Dollar Equivalent of Letters of Credit Outstandings, would exceed the Alternate Currency Commitment Amount, or (iii) the Dollar Equivalent of the aggregate amount of Revolving Loans and Swing Line Loans outstanding together with the Dollar Equivalent of any Letters of Credit Outstandings would exceed the Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender as of such date (shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (x) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (y) unless otherwise agreed to any concurrent prepayment of by the Swing Line Loans) Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment Loan Percentage of the then existing Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Loan Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessAmount. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. From time to time on any Business Day occurring from and after the Closing Date until five Business Days prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”) agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrower (i) If on any date (A) any Revolving equal to such Lender’s Revolving Exposure as Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrower to be made on such date day and (after giving effect to any concurrent prepayment ii) otherwise, in accordance with clause (a) of Revolving Loans) would exceed such Revolving Lender’s Revolving Commitment then in effect, Section 2.7; and (Bb) the aggregate Swing Line Lender, in reliance upon the agreements of the Revolving Loan Lenders set forth in Section 2.3.2, but nonetheless in its sole and absolute discretion, will make loans (its “Swing Line Loans”) to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such day. On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Facility Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of any all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender as of such date (after giving effect to any concurrent prepayment of the Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment Loan Percentage of the then existing Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Loan Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessAmount. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (i) If Each of the parties hereto acknowledges and agrees that the Existing Revolving Loans shall continue as Revolving Loans for all purposes under this Agreement and the Loan Documents. From time to time on any date Business Day occurring from and after the Amendment Effective Date until five Business Days prior to the Revolving Loan Commitment Termination Date, (Aa) any each Lender that has a Revolving Loan Commitment (referred to as a "Revolving Loan Lender’s Revolving Exposure as of "), agrees that it will make loans (relative to such date (after giving effect to any concurrent prepayment of Lender, its "Revolving Loans") would exceed to the Borrower equal to such Lender's Revolving Lender’s Loan Percentage of the aggregate amount of each Borrowing of the Revolving Commitment then in effect, Loans requested by the Borrower to be made on such day; and (Bb) the aggregate Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to the Borrower equal to the principal amount of the outstanding Swing Line Loans of any Swing Line Lender as of Loan requested by the Borrower to be made on such date (after giving effect to any concurrent prepayment day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender's Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s 's Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment Loan Percentage of the then existing Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Loan Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessAmount. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (a) During the Revolving Loan Commitment Period, subject to the terms and conditions hereof, (i) If each Lender severally agrees to make Revolving Loans to Company in the aggregate amount up to but not exceeding such Lender's Revolving Loan Commitment, and (ii) Swing Line Lender hereby agrees to make Swing Line Loans to Company in an aggregate amount up to but not exceeding the Swing Line Sublimit, in each case to be used for the purposes identified in Section 2.5. Amounts borrowed pursuant to this Section 2.2 may be repaid and reborrowed during the Revolving Loan Commitment Period. Each Lender's Revolving Loan Commitment, and Swing Line Lender's Swing Line Loan Commitment, shall expire on any date the Revolving Loan Commitment Termination Date and all Revolving Loans and all Swing Line Loans and all other amounts owed hereunder with respect to the Revolving Loans, the Swing Line Loans, the Revolving Loan Commitments and the Swing Line Loan Commitment shall be paid in full no later than such date. Notwithstanding the foregoing, the Revolving Loan Commitments and the Swing Line Loan Commitment shall expire immediately and without further action on December 19, 2003 if the Tranche C Term Loans are not made on or before that date. (Ab) any Except pursuant to Section 2.2(e) or Section 2.3(d), (i) Revolving Lender’s Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount, (ii) Eurodollar Rate Revolving Exposure as Loans shall be made in an aggregate minimum amount of such date $2,000,000 and integral multiples of $500,000 in excess of that amount, and (after giving effect iii) Swing Line Loans shall be made in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Anything contained herein to any concurrent prepayment the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loans) would Loan Commitments at any time exceed such the Revolving Lender’s Revolving Commitment Loan Commitments then in effect. (c) Whenever Company desires that Lenders make Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 12:00 noon (BNew York City time) (i) at least three (3) Business Days in advance of the aggregate principal proposed Credit Extension Date in the case of a Eurodollar Rate Loan; and (ii) at least one (1) Business Day in advance of the proposed Credit Extension Date in the case of a Base Rate Loan; provided, whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Funding Notice no later than 12:00 noon (New York City time) on the proposed Credit Extension Date. Except as otherwise provided herein, a Funding Notice for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith. Promptly after receipt by Administrative Agent of a Funding Notice (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. (d) Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the applicable Credit Extension Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:30 p.m. (New York City time) on the applicable Credit Extension Date, in each case by wire transfer of same day funds in Dollars, at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Credit Extension Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office (or, in the case of Swing Line Loans, at such other place as Administrative Agent, Company and Swing Line Lender may approve). (e) With respect to any Swing Line Loan that has not been voluntarily prepaid by Company, Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 a.m. (New York City time) on the first Business Day in advance of the proposed Credit Extension Date, a notice (the "REFUNDING NOTICE") (which shall be deemed to be a Funding Notice given by Company) requesting Lenders having Revolving Credit Exposure to make Revolving Loans that are Base Rate Loans on such Credit Extension Date in an amount equal to the amount of such Swing Line Loans (each, a "REFUNDED SWING LINE Loan") outstanding on the date of such Refunding Notice. Promptly after receipt by Administrative Agent of a Refunding Notice, Administrative Agent shall notify each such Lender thereof. Anything contained herein to the contrary notwithstanding, the proceeds of such Revolving Loans made by Lenders shall be immediately delivered by Administrative Agent solely to Swing Line Lender and applied to repay a corresponding amount of the outstanding applicable Refunded Swing Line Loans. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts, if any (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders having Revolving Credit Exposure in the manner contemplated by Section 10.4. (f) If for any reason (i) Revolving Loans are not made upon the request of Swing Line Lender as provided in Section 2.2(e) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such date (after giving effect to any concurrent prepayment of the outstanding Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect ; or (Dii) the Total Revolving Exposure as of such date (after giving effect to Loan Commitments are terminated at a time when any concurrent prepayment of the Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loansthen, in each either case, each Lender having Revolving Credit Exposure shall be deemed to, and hereby agrees to, have purchased a participation in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated, in the case of this clause (ii), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each such Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and all Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each such Lender agrees to enter into a separate participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any such Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided herein, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided herein, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. In addition, in the case of each Lender that is deemed to have purchased a participation in such outstanding Swing Line Loan as specified in this Section 2.2(f), the Swing Line Lender (i) shall keep a register, meeting the requirements of Temporary Treasury Regulation Section 5f.103-1(c), of each such Lender, specifying such Lender's entitlement to payments of principal and interest with respect to such participation, and (ii) shall collect, prior to the time such Lender receives payments, from each such Lender the appropriate forms, certificates and statements described in Section 2.20 (and updated as required by Section 2.20) as if such Lender were a Lender under Section 2.20. (g) Anything contained herein to the contrary notwithstanding, each such Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans, and each such Lender's obligation to purchase a participation in any unpaid Swing Line Loans, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (ii) the L/C Obligations occurrence or continuation of an Event of Default or a Default; (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (iv) any breach hereof or any other Credit Document by any party thereto; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each such Lender are subject to the condition that (1) Swing Line Lender believed in good faith that all conditions under Section 3 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (2) the satisfaction of any Lender exceeds such Lender’s Revolving Commitment as then in effect, then the US Borrower shall deposit Cash Collateral condition not satisfied had been waived in accordance with Section 2.07(m) in an aggregate amount equal 10.5 prior to or at the time such excessRefunded Swing Line Loans or other unpaid Swing Line Loans were made. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (i) If Each Lender that has a Revolving Loan Commitment (each, a "Revolving Loan Lender") severally agrees, on any the terms of this Agreement, to make revolving loans (herein called "Revolving Loans") to the Borrower during the period from and including (i) the Effective Date or (ii) such later date (A) any Revolving that such Lender becomes a party to this Agreement, to but excluding, the Termination Date in an amount equal to such Lender’s Revolving Exposure as 's Percentage Share of such date (after giving effect to any concurrent prepayment the aggregate amount of each Borrowing of Revolving Loans requested by the Borrower; and (ii) The Swing Line Lender agrees that it will make loans (herein called "Swing Line Loans") would exceed such Revolving Lender’s Revolving Commitment then in effect, (B) to the aggregate Borrower equal to the principal amount of the outstanding Swing Line Loans of any Swing Line Lender as of such date (after giving effect requested by the Borrower to any concurrent prepayment be made. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender's Percentage Share of the aggregate amount of all Swing Line Loans, would exceed such Lender's Percentage Share of the then existing Aggregate Commitments. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment 's Percentage Share of the Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessexisting Aggregate Commitments. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.

Revolving Loans and Swing Line Loans. (i) If From time to time on any date Business Day occurring from and after the Amendment Effective Date until five Business Days prior to the Revolving Loan Commitment Termination Date, (Aa) any each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrower equal to such Lender’s Revolving Exposure as Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrower to be made on such date day; and (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Revolving Lender’s Revolving Commitment then in effect, (Bb) the aggregate Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrower equal to the principal amount of the outstanding Swing Line Loans of any Swing Line Lender as of Loan requested by the Borrower to be made on such date (after giving effect to any concurrent prepayment day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “Swing Line Loan Commitment”. On the Amendment Effective Date the Borrower shall voluntarily prepay all Existing Revolving Loans from the proceeds of Revolving Loans made on the Amendment Effective Date. On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment Loan Percentage of the then existing Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Loan Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excessAmount. (ii) If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess. (iii) If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.