Common use of Swingline Loans; Settlement Clause in Contracts

Swingline Loans; Settlement. (a) The Agent may, but shall not be obligated to, advance (i) Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”), up to an aggregate outstanding amount of the lesser of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, that payments thereon shall be made to the Agent for its own account. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (b) Settlement among the Applicable Lenders and the Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Agent (but at least weekly), in accordance with the Settlement Report delivered by the Agent to the Lenders. Between settlement dates, the Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation to make settlements with the Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Agent, in immediately available funds, within one Business Day after the Agent’s request therefor.

Swingline Loans; Settlement. (a) The Agent maySubject to the terms and conditions set forth herein, but shall not be obligated to, advance (i) the Swingline Lender agrees to make Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”), up from time to time on the Closing Date through the Commitment Revolver Termination Date in an aggregate outstanding principal amount that will not result in (i) the aggregate principal amount of the lesser of (A) Swingline Loans outstanding at any time to exceed $6,000,000 and (B) the U.S. Available Credit and 25.0 million or (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed total Revolving Exposures exceeding the lesser of (A) the Canadian Available Credit and (B) $5,000,000Line Cap. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, except that payments thereon shall be made to the Administrative Agent for its own accountthe account of the Swingline Lenders. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. To request a Borrowing of Swingline Loans, the Lead Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request either in writing by delivery of a Borrowing Request (by fax, hand delivery or other electronic transmission (including “.pdf” or “.tif”)) signed by the Lead Borrower or by telephone not later than 12:00 p.m., Local Time, on the date of the proposed Borrowing. Such Borrowing Request shall be irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Borrowing Request signed by the Lead Borrower. Each such Borrowing Request shall specify the requested date (which shall be a Business Day), the aggregate amount of the requested Borrowing and the location and number of the Borrowers’ account to which funds are to be disbursed. (b) Notwithstanding Section 2.04(a) (other than with respect to limitations set forth in clauses (i) and (ii) therein), the Swingline Lender may make Swingline Loans from time to time in accordance with any Cash Management Services provided to the Borrowers by the Swingline Lender and the Swingline Lender may from time to time, in its sole discretion, extend Swingline Loans pursuant to any cash management system in place from time to time without giving effect to any minimum borrowing amounts, minimum prepayment amounts, timing restrictions, notice requirements on borrowing or prepaying otherwise contemplated by this Section 2.04. (c) The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 2.22 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent Swingline Lender may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (bd) Settlement among the Applicable Revolver Lenders and the Agent Swingline Lender with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Administrative Agent (but at least weekly), in accordance with the Settlement Report delivered by the Administrative Agent to the Revolver Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Revolver Lender’s obligation to make settlements with the Agent Swingline Lender is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Revolver Lenders hereunder, then each Applicable Revolver Lender shall be deemed to have purchased from the Agent Swingline Lender a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the AgentSwingline Lender, in immediately available funds, within one Business Day after the AgentSwingline Lender’s request therefor.

Swingline Loans; Settlement. (a) The To fulfill any request for a Canadian Prime Rate Revolver Loan hereunder, Agent may(as regards Canadian Swingline Loans, but shall not be obligated to, acting through its Canada branch) may in its discretion advance (i) Canadian Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”)Canadian Borrowers, up to an the aggregate outstanding amount of the lesser of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each U.S. Canadian Swingline Loan Loans shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan Loans for all purposes, except, in each case, except that payments thereon shall be made to the Agent for its own account. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will account until Canadian Lenders have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralizedfunded their participations therein as provided below. (b) To fulfill any request for a U.S. Base Rate Revolver Loan hereunder, Agent (as regards U.S. Swingline Loans) may in its discretion advance U.S. Swingline Loans to the U.S. Borrowers, up to the aggregate outstanding amount of $10,000,000. U.S. Swingline Loans shall constitute U.S. Revolver Loans for all purposes, except that payments thereon shall be made to Agent for its own account until U.S. Lenders have funded their participations therein as provided below. (c) Settlement of Revolver Loans, including Swingline Loans, among the Applicable applicable Lenders and the Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Agent (but at least weekly, unless the settlement amount is de minimis), on a Pro Rata basis in accordance with the Settlement Report delivered by the Agent to the applicable Lenders. Between settlement dates, the Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation Canadian Lender hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all Canadian Swingline Loans outstanding from time to time until settled. Each U.S. Lender hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all U.S. Swingline Loans outstanding from time to time until settled. If a Swingline Loan cannot be settled among the applicable Lenders, whether due to an Obligor's Insolvency Proceeding or for any other reason, each such Lender shall pay the amount of its participation in the applicable Revolver Loan to Agent, in immediately available funds, within one Business Day after Agent's request therefor. Lenders' obligations to make settlements with the Agent is absolute and to fund participations are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, a Canadian Overadvance exists, a U.S. Overadvance exists, or an Overadvance exists or the conditions in Section 6.2 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Agent, in immediately available funds, within one Business Day after the Agent’s request therefor.

Swingline Loans; Settlement. (a) The In reliance upon the agreements of: (i) the US Revolver Lenders set forth in this Section 4.1.3, the Administrative Agent may, in its sole discretion, but shall not be obligated to, advance (i) Swingline Loans denominated in Dollars to the U.S. Borrowers (“U.S. Swingline Loans”), up to an aggregate outstanding amount US Borrower out of the lesser Administrative Agent’s own funds unless the funding is specifically required to be made by all US Lenders hereunder; so long as, after giving effect to such Swingline Loan, the Dollar Equivalent of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) all outstanding Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount does not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000Swingline Loan Subline. Each U.S. Swingline Loan for the account of the US Borrower shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Base Rate Loan for all purposes, except, in each case, except that payments thereon (including interest thereon) shall be made to the Administrative Agent for its own account. The obligation of the applicable Borrowers US Borrower to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that Any notice from the US Borrower requesting a Swingline Loan must be received by the Administrative Agent no later than 1:00 p.m. on the Business Day of the requested funding date. Any Swingline Loan requested by the US Borrower shall be in a minimum amount of $25,000; and (ii) the event that a reallocation Canadian Revolver Lenders set forth in this Section 4.1.3, the Canadian Agent may, in its sole discretion, but shall not be obligated to, advance Swingline Loans denominated in Canadian Dollars or Dollars to the Canadian Borrower out of the Canadian Agent’s own funds unless the funding is specifically required to be made by all Canadian Lenders hereunder; so long as, after giving effect to such Swingline Loan, the Dollar Equivalent of all outstanding Swingline Loans does not exceed the Swingline Loan Fronting Exposure Subline. Each Swingline Loan for the account of the Canadian Borrower shall constitute a Base Rate Loan or a Canadian Prime Rate Loan for all purposes, except that payments thereon (including interest thereon) shall be made to the Canadian Agent for its own account. The obligation of the Canadian Borrower to repay Swingline Loans shall be evidenced by the records of Canadian Agent and need not be evidenced by any promissory note. Any notice from the Canadian Borrower requesting a Swingline Loan must be received by the Canadian Agent no later than 1:00 p.m. on the Business Day of the requested funding date. Any Swingline Loan requested by the Canadian Borrower shall be in a minimum amount of $25,000 in the case of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover Base Rate Loan or Cdn. $25,000 in the applicable Swingline Loan Fronting Exposure case of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralizeda Canadian Prime Rate Loan. (b) Settlement among To facilitate administration of the Applicable Loans, the Revolver Lenders and Agents agree (which agreement is solely among them, and not for the Agent benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans shall may take place periodically on a date determined from time to time by the Agent (but Applicable Agent, which shall occur at least weekly)on a weekly basis. On each settlement date, settlement shall be made with each Revolver Lender in accordance with the Settlement Report delivered by the Applicable Agent to the Revolver Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on US Revolver Loans to applicable Swingline LoansLoans for the account of the US Borrower and the Canadian Agent may apply payments on Canadian Revolver Loans to Swingline Loans for the account of the Canadian Borrower, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Revolver Lender’s obligation to make settlements with the Applicable Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the US Revolver Commitments or Canadian Revolver Commitments have terminated, an a US Revolver Overadvance exists or a Canadian Revolver Overadvance exists, or the conditions in Section 6.2 6 are satisfied. If, due to an Insolvency Proceeding with respect to a the US Borrower or otherwise, any Swingline Loan for the account of the US Borrower may not be settled among the US Revolver Lenders hereunder, then each Applicable US Revolver Lender shall be deemed to have purchased from the Administrative Agent a Pro Rata participation in each such unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. If, due to an Insolvency Proceeding with respect to the Canadian Borrower or otherwise, any Swingline Loan for the account of the Canadian Borrower may not be settled among the Canadian Revolver Lenders hereunder, then each Canadian Revolver Lender shall be deemed to have purchased from the Canadian Agent a Pro Rata participation in each such unpaid Swingline Loan and shall transfer the amount of such participation to the Canadian Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor.

Swingline Loans; Settlement. (a) The Administrative Agent may, but shall not be obligated to, advance (i) Swingline Loans in Dollars to the U.S. Borrowers (“U.S. Swingline Loans”)under each Tranche, up to an aggregate outstanding amount of (i) in the lesser case of (A) $6,000,000 and (B) the U.S. Available Credit Tranche, $10,000,000 and (ii) Swingline Loans (acting through Bank in the case of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) U.K. Tranche, $5,000,000. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan of such Tranche for all purposes, except, in each case, except that payments thereon shall be made to the Administrative Agent for its own account. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 2.21 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Administrative Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (b) Settlement among the Applicable Lenders and the Administrative Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Administrative Agent (but at least weekly), in accordance with the Settlement Report delivered by the Administrative Agent to the Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation to make settlements with the Administrative Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan under any Tranche may not be settled among the Lenders hereunder, then with respect to such Tranche each Applicable Lender shall be deemed to have purchased from the Administrative Agent a Pro Rata participation in each unpaid applicable Swingline Loan under such Tranche and shall transfer the amount of such participation to the Administrative Agent, in immediately available fundsSame Day Funds, within one Business Day after the Administrative Agent’s request therefor.

Swingline Loans; Settlement. (a) The Agent may, but Applicable Swingline Lender shall not be obligated to, advance (i) Swingline Loans to Borrowers under the applicable Borrower Group for which such Applicable Swingline Lender makes Swingline Loans in each case upon a Notice of Borrowing from Borrower Agent received by the Applicable Agent and the Applicable Swingline Lender not later than 3:00 p.m. Atlanta time for U.S. Borrowers (“U.S. and 12:00 noon, Atlanta time for Canadian Borrower, on the Business Day on which such Swingline Loans”)Loan is requested, up to an aggregate outstanding amount of the lesser of $25,000,000 plus any Overadvance permitted to remain outstanding or any Overadvance Loans made under Section 2.1.7 (A) $6,000,000 and (B) the U.S. Available Credit and (ii) provided that, with respect to Swingline Loans (acting through Bank made to U.S. Borrowers, such Swingline Loans shall not exceed $20,000,000 in the aggregate at any time, and with respect to Swingline Loans made to Canadian Borrower, such Swingline Loans shall not exceed $5,000,000 in the aggregate at any time in the case of America (Canadaeach of the foregoing plus any Overadvance permitted to remain outstanding or any Overadvance Loans made under Section 2.1.7)) , unless the funding is specifically required to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000be made by all Lenders hereunder. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, except that payments thereon shall be made to the Agent Applicable Swingline Lender for its own account. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Agent Applicable Swingline Lenders and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (b) Settlement among To facilitate administration of the Applicable Revolver Loans, Lenders and Agents agree (which agreement is solely among them, and not for the Agent benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans shall to each Borrower Group may take place periodically on a date determined from time to time by the Agent (Applicable Agent, but which shall occur at least weekly)once every five (5) Business Days with respect to Swingline Loans made to the U.S. Borrowers and every ten (10) Business Days with respect to Swingline Loans made to Canadian Borrower. On each settlement date, settlement shall be made with each Applicable Lender in accordance with the Settlement Report delivered by the Applicable Agent to the Applicable Lenders. Between settlement dates, the Applicable Agent may in its discretion apply payments on Revolver Loans of a Borrower Group to applicable Swingline LoansLoans of such Borrower Group, regardless of any designation by the Borrowers any Borrower or any provision herein to the contrary. Each Applicable Lender’s obligation to make settlements with the Applicable Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists exists, or the conditions in Section 6.2 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or the liquidation, dissolution or winding up of any Borrower, or otherwise, any Swingline Loan may not be settled among the Applicable Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Applicable Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Applicable Agent, in immediately available funds, within one (1) Business Day after the Applicable Agent’s request therefor.

Swingline Loans; Settlement. (a) The In reliance upon the agreements of: (i) the US Revolver Lenders set forth in this Section 4.1.3, the Administrative Agent may, in its sole discretion, but shall not be obligated to, advance (i) Swingline Loans denominated in Dollars to the U.S. Borrowers (“U.S. Swingline Loans”), up to an aggregate outstanding amount US Borrower out of the lesser Administrative Agent’s own funds unless the funding is specifically required to be made by all US Lenders hereunder; so long as, after giving effect to such Swingline Loan, the Dollar Equivalent of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) all outstanding Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount does not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000Swingline Loan Subline. Each U.S. Swingline Loan for the account of the US Borrower shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Base Rate Loan for all purposes, except, in each case, except that payments thereon (including interest thereon) shall be made to the Administrative Agent for its own account. The obligation of the applicable Borrowers US Borrower to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that Any notice from the US Borrower requesting a Swingline Loan must be received by the Administrative Agent no later than 1:00 p.m. on the Business Day of the requested funding date. Any Swingline Loan requested by the US Borrower shall be in a minimum amount of $25,000; and (ii) the event that a reallocation Canadian Revolver Lenders set forth in this Section 4.1.3, the Canadian Agent may, in its sole discretion, but shall not be obligated to, advance Swingline Loans denominated in Canadian Dollars or Dollars to the Canadian Borrower out of the Canadian Agent’s own funds unless the funding is specifically required to be made by all Canadian Lenders hereunder; so long as, after giving effect to such Swingline Loan, the Dollar Equivalent of all outstanding Swingline Loans does not exceed the Swingline Loan Fronting Exposure Subline. Each Swingline Loan for the account of the Canadian Borrower shall (i) if denominated in Dollars, constitute a Canadian Base Rate Loan or (ii) if denominated in Canadian Dollars, constitute a Canadian Prime Rate Loan for all purposes, except that payments thereon (including interest thereon) shall be made to the Canadian Agent for its own account. The obligation of the Canadian Borrower to repay Swingline Loans shall be evidenced by the records of Canadian Agent and need not be evidenced by any promissory note. Any notice from the Canadian Borrower requesting a Swingline Loan must be received by the Canadian Agent no later than 1:00 p.m. on the Business Day of the requested funding date. Any Swingline Loan requested by the Canadian Borrower shall be in a minimum amount of $25,000 in the case of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover Canadian Base Rate Loan or Cdn. $25,000 in the applicable Swingline Loan Fronting Exposure case of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralizeda Canadian Prime Rate Loan. (b) Settlement among To facilitate administration of the Applicable Loans, the Revolver Lenders and Agents agree (which agreement is solely among them, and not for the Agent benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans shall may take place periodically on a date determined from time to time by the Agent (but Applicable Agent, which shall occur at least weekly)on a weekly basis. On each settlement date, settlement shall be made with each Revolver Lender in accordance with the Settlement Report delivered by the Applicable Agent to the Revolver Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on US Revolver Loans to applicable Swingline LoansLoans for the account of the US Borrower and the Canadian Agent may apply payments on Canadian Revolver Loans to Swingline Loans for the account of the Canadian Borrower, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Revolver Lender’s obligation to make settlements with the Applicable Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the US Revolver Commitments or Canadian Revolver Commitments have terminated, an a US Revolver Overadvance exists or a Canadian Revolver Overadvance exists, or the conditions in Section 6.2 6 are satisfied. If, due to an Insolvency Proceeding with respect to a the US Borrower or otherwise, any Swingline Loan for the account of the US Borrower may not be settled among the US Revolver Lenders hereunder, then each Applicable US Revolver Lender shall be deemed to have purchased from the Administrative Agent a Pro Rata participation in each such unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. If, due to an Insolvency Proceeding with respect to the Canadian Borrower or otherwise, any Swingline Loan for the account of the Canadian Borrower may not be settled among the Canadian Revolver Lenders hereunder, then each Canadian Revolver Lender shall be deemed to have purchased from the Canadian Agent a Pro Rata participation in each such unpaid Swingline Loan and shall transfer the amount of such participation to the Canadian Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor.

Swingline Loans; Settlement. (a) The To fulfill any request for a Canadian Prime Rate Revolver Loan hereunder, Agent may(as regards Canadian Swingline Loans, but shall not be obligated to, acting through its Canada branch) may in its discretion advance (i) Canadian Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”)Canadian Borrowers, up to an the aggregate outstanding amount of the lesser of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each U.S. Canadian Swingline Loan Loans shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan Loans for all purposes, except, in each case, except that payments thereon shall be made to the Agent for its own account. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will account until Canadian Lenders have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralizedfunded their participations therein as provided below. (b) To fulfill any request for a U.S. Base Rate Revolver Loan hereunder, Agent (as regards U.S. Swingline Loans) may in its discretion advance U.S. Swingline Loans to the U.S. Borrowers, up to the aggregate outstanding amount of $10,000,000. U.S. Swingline Loans shall constitute U.S. Revolver Loans for all purposes, except that payments thereon shall be made to Agent for its own account until U.S. Lenders have funded their participations therein as provided below. (c) Settlement of Revolver Loans, including Swingline Loans, among the Applicable applicable Lenders and the Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Agent (but at least weekly, unless the settlement amount is de minimis), on a Pro Rata basis in accordance with the Settlement Report delivered by the Agent to the applicable Lenders. Between settlement dates, the Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each LenderCanadian Lender hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all Canadian Swingline Loans outstanding from time to time until settled. Each U.S. Lender hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all U.S. Swingline Loans outstanding from time to time until settled. If a Swingline Loan cannot be settled among the applicable Lenders, whether due to an Obligor’s obligation Insolvency Proceeding or for any other reason, each such Lender shall pay the amount of its participation in the applicable Revolver Loan to Agent, in immediately available funds, within one Business Day after Agent’s request therefor. Lenders’ obligations to make settlements with the Agent is absolute and to fund participations are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, a Canadian Overadvance exists, a U.S. Overadvance exists, or an Overadvance exists or the conditions in Section 6.2 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Agent, in immediately available funds, within one Business Day after the Agent’s request therefor.

Swingline Loans; Settlement. (a) The Administrative Agent may, but shall not be obligated to<in its discretion>, advance Swingline Loans to the U.S. Borrowers, up to an aggregate outstanding amount equal to U.S.$35,000,000,<45,000,000,> and the Canadian Agent may, but shall not be obligated to, advance (i) Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”)Canadian Borrower, up to an aggregate outstanding amount equal to U.S.$3,500,000, unless, in either case, the funding is specifically required to be made by the Canadian Lenders hereunder and, provided, that the aggregate outstanding amount of the lesser of (A) $6,000,000 and (B) all Swingline Loans shall not exceed U.S.$35,000,000<45,000,000> at any time. Each Swingline Loan to the U.S. Available Credit Borrowers shall constitute a Base Rate Loan and (ii) each Swingline Loans (acting through Bank of America (Canada)) Loan to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Prime Rate Loan for all purposes, except, in each case, except that payments thereon shall be made to the Applicable Agent for its own account< until Lenders have funded their participations therein as provided below>. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Applicable Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (b) Settlement among the Applicable Lenders and the Applicable Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the such Agent (but at least weekly), <on a Pro Rata basis >in accordance with the Settlement Report delivered by the Applicable Agent to the Applicable Lenders. Between settlement dates, the Applicable Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers any Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with any Agent is< hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all Swingline Loans outstanding from time to time until settled. If a Swingline Loan cannot be settled among Lenders, whether due to an Obligor’s Insolvency Proceeding or for any other reason, each Lender shall pay the Agent is absolute amount of its participation in the Loan to the Applicable Agent, in immediately available funds, within one Business Day after the Applicable Agent’s request therefor. Lenders’ obligations to make settlements and to fund participations are> absolute<, irrevocable> and unconditional, without offset, counterclaim or other defense, and whether or not the U.S. Revolver Commitments or Canadian Commitments, as the case may be, have terminated, an a U.S. Revolver Overadvance or Canadian Overadvance exists or the conditions in Section 6.2 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Applicable Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Applicable Agent a Pro Rata participation in each unpaid applicable Swingline such Loan and shall transfer the amount of such participation to the such Agent, in immediately available funds, within one Business Day after the such Agent’s request therefor.

Swingline Loans; Settlement. (a) The Agent maySubject to the terms and conditions set forth herein, but shall not be obligated to, advance (i) the Swingline Lender agrees to make Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”), up from time to time on the Closing Date through the Commitment Revolver Termination Date in an aggregate outstanding principal amount that will not result in (i) the aggregate principal amount of the lesser of (A) Swingline Loans outstanding at any time to exceed $6,000,000 and (B) the U.S. Available Credit and 25.0 million or (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed total Revolving Exposures exceeding the lesser of (A) the Canadian Available Credit and (B) $5,000,000Line Cap. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, except that payments thereon shall be made to the Administrative Agent for its own accountthe account of the Swingline Lenders. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. To request a Borrowing of Swingline Loans, the Lead Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request either in writing by delivery of a Borrowing Request (by fax, hand delivery or other electronic transmission (including “.pdf” or “.tif”)) signed by the Lead Borrower or by telephone not later than 12:00 p.m., Local Time, on the date of the proposed Borrowing. Such Borrowing Request shall be irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Borrowing Request signed by the Lead Borrower. Each such Borrowing Request shall specify the requested date (which shall be a Business Day), the aggregate amount of the requested Borrowing and the location and number of the Borrowers’ account to which funds are to be disbursed. (b) Notwithstanding Section 2.04(a) (other than with respect to limitations set forth in clauses (i) and (ii) therein), the Swingline Lender may make Swingline Loans from time to time in accordance with any Cash Management Services provided to the Borrowers by the Swingline Lender and the Swingline Lender may from time to time, in its sole discretion, extend Swingline Loans pursuant to any cash management system in place from time to time without giving effect to any minimum borrowing amounts, minimum prepayment amounts, timing restrictions, notice requirements on borrowing or prepaying otherwise contemplated by this Section 2.04. (c) The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 2.22 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent Swingline Lender may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (b) Settlement among the Applicable Lenders and the Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Agent (but at least weekly), in accordance with the Settlement Report delivered by the Agent to the Lenders. Between settlement dates, the Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation to make settlements with the Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Agent, in immediately available funds, within one Business Day after the Agent’s request therefor.

Swingline Loans; Settlement. (a) The Agent maySubject to the terms and conditions set forth herein, but shall not be obligated to, advance (i) the Swingline Lender agrees to make Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”), up from time to time on the Closing Date through the Commitment Revolver Termination Date in an aggregate outstanding principal amount that will not result in (i) the aggregate principal amount of the lesser of (A) Swingline Loans outstanding at any time to exceed $6,000,000 and (B) the U.S. Available Credit and 20.0 million or (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed total Revolving Exposures exceeding the lesser of (A) the Canadian Available Credit and (B) $5,000,000Line Cap. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, except that payments thereon shall be made to the Administrative Agent for its own accountthe account of the Swingline Lenders. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. To request a Borrowing of Swingline Loans, the Lead Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request either in writing by delivery of a Borrowing Request (by fax, hand delivery or other electronic transmission (including “.pdf” or “.tif”)) signed by the Lead Borrower or by telephone not later than 12:00 p.m., Local Time, on the date of the proposed Borrowing. Such Borrowing Request shall be irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Borrowing Request signed by the Lead Borrower. Each such Borrowing Request shall specify the requested date (which shall be a Business Day), the aggregate amount of the requested Borrowing and the location and number of the Borrowers’ account to which funds are to be disbursed. (b) Notwithstanding Section 2.04(a) (other than with respect to limitations set forth in clauses (i) and (ii) therein), the Swingline Lender may make Swingline Loans from time to time in accordance with any Cash Management Services provided to the Borrowers by the Swingline Lender and the Swingline Lender may from time to time, in its sole discretion, extend Swingline Loans pursuant to any cash management system in place from time to time without giving effect to any minimum borrowing amounts, minimum prepayment amounts, timing restrictions, notice requirements on borrowing or prepaying otherwise contemplated by this Section 2.04. (c) The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 2.21 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent Swingline Lender may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (bd) Settlement among the Applicable Lenders and the Agent Swingline Lender with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Administrative Agent (but at least weekly), in accordance with the Settlement Report delivered by the Administrative Agent to the Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation to make settlements with the Agent Swingline Lender is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Agent Swingline Lender a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the AgentSwingline Lender, in immediately available funds, within one Business Day after the AgentSwingline Lender’s request therefor.

Swingline Loans; Settlement. (a) The Agent mayEach Swingline Lender, but shall not be obligated toin reliance upon the agreements of the other Lenders set forth herein, may in its sole discretion advance (i) Canadian Swingline Loans to the U.S. Borrowers (“or U.S. Swingline Loans”), as applicable, to Borrowers from time to time on any Business Day through the Canadian Revolver Commitment Termination Date or the U.S. Revolver Commitment Termination Date, as applicable, up to an aggregate outstanding amount of $20,000,000; provided that (i) the lesser aggregate outstanding amount of any U.S. Swingline Loans advanced pursuant to this Section 4.1.3 shall not exceed the U.S. Swingline Sublimit, (ii) the aggregate outstanding amount of any Canadian Swingline Loans advanced pursuant to this Section 4.1.3 shall not exceed the Canadian Swingline Sublimit and (iii) after giving effect to any Swingline Loan, (A) $6,000,000 and the Total Revolver Usage shall not exceed the Commitments, (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to Revolver Usage at such time plus the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each requested U.S. Swingline Loan shall constitute a not exceed the U.S. Borrowing Base and (C) the Canadian Revolver Loan for all purposes and each Usage at such time plus the Dollar Equivalent of the requested Canadian Swingline Loan shall not exceed the Canadian Borrowing Base. The Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and without limitation of the Swingline Lenders’ general discretion to make Swingline Loans as set forth above, the applicable Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such advance of Swingline Loans will have, Fronting Exposure. Swingline Loans shall constitute a Canadian Revolver Loan Loans for all purposes, except, in each case, except that payments thereon shall be made to the Agent applicable Swingline Lender for its own accountaccount until Applicable Lenders have funded their participations therein as provided below. The obligation Within the foregoing limits, and subject to the other terms and conditions hereof and of the applicable Credit Agreement, the Borrowers to repay may borrow in accordance with this Section 4.1.3, prepay under Section 5.1, without penalty or premium, and reborrow in accordance with this Section 4.1.3. Swingline Loans shall be evidenced by Base Rate Loans or Canadian Prime Rate Loans and bear interest (i) if a U.S. Base Rate Loan, at the records of US-DOCS\123034949.14 U.S. Base Rate in effect from time to time, plus the Agent and need not be evidenced by any promissory noteApplicable Margin or (ii) if a Canadian Base Rate Loan, at the Canadian Base Rate in effect from time to time, plus the Applicable Margin. The Borrowers acknowledge that in Interest shall accrue from the event that date a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender is advanced or the Obligation is incurred or payable, until paid by Borrowers or settled pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized4.1.3(b). (b) Settlement among the Applicable Lenders and the Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Agent (but at least weekly), in accordance with the Settlement Report delivered by the Agent to the Lenders. Between settlement dates, the Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation to make settlements with the Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Agent, in immediately available funds, within one Business Day after the Agent’s request therefor.

Swingline Loans; Settlement. (a) The Administrative Agent may, but shall not be obligated to, advance (i) Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”)Borrowers, up to an aggregate outstanding amount of the lesser of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,00015,000,000. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, except that payments thereon shall be made to the Administrative Agent for its own account. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 2.21 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Administrative Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized. (b) Settlement among the Applicable Lenders and the Administrative Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Administrative Agent (but at least weekly), in accordance with the Settlement Report delivered by the Administrative Agent to the Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation to make settlements with the Administrative Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Administrative Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor.