Common use of Swingline Loan Clause in Contracts

Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Swingline Loan. If the Borrower fails Agent shall elect, in its discretion, to make such payment when duehave the terms of this Section 2.3(h) apply to a requested Borrowing of Revolving Credit Loans (as described in Section 2.3(f)(ii)), the Administrative Agent Swingline Lender shall notify each make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender under this Section 2.3(h) being referred to as an “Swingline Loan”) available to the Borrowers in same day funds by wire transferring such amount to the Operating Account by 4:00 p.m. (New York time) on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that all payments thereon shall be payable to the Swingline Lender solely for its own account (and for the account of the holder of any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans and undrawn amount of unexpired Letters of Credit to exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000). The Swingline Loans shall be repayable on demand, shall be secured by the Collateral, shall constitute Revolving Credit Loans and Obligations hereunder and shall bear interest at the rate in effect from time to time applicable LC Disbursementto the Revolving Credit Loans comprised of Base Rate Advances, including any increase in such rate that is applicable under Section 4.2. The Swingline Loans made by the payment then due from Swingline Lender may, at the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt request of such noticeLender, each Revolving Lender shall pay be evidenced by a single promissory note payable to the Administrative Agent its Applicable Percentage order of the payment then due from the Borrowersuch Lender, in the same manner form of Exhibit A-2 (as provided in Section 2.06 with respect amended, restated, supplemented or otherwise modified from time to Loans made time, a “Swingline Note”), as executed by such Lender (the Borrowers and Section 2.06 shall apply, mutatis mutandis, delivered to the payment obligations Swingline Lender, in a stated amount equal to the maximum amount of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementspecified in this subsection.

Swingline Loan. If (a) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower fails Representative requests a ABR Borrowing, the Swingline Lender may elect to make have the terms of this Section 2.05(a) apply to such payment when dueBorrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrower on the applicable Borrowing date to the Funding Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. (b) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall notify each promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan. (c) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the applicable LC Disbursement, Swingline Loans) shall transfer the payment then due from the Borrower in respect thereof and amount of such Revolving Lender’s Applicable Percentage thereofof the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Promptly following receipt Settlements may occur during the existence of such notice, each Revolving Lender shall pay a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent its shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of the payment then due from the Borrowersuch Swingline Loan, in the same manner as provided in Section 2.06 with respect shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not transferred to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the any Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphLender on such Settlement Date, the Administrative Agent Swingline Lender shall distribute be entitled to recover from such payment to the applicable Issuing Bank orLender on demand such amount, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Banktogether with interest thereon, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementspecified in Section 2.07.

Swingline Loan. If the Borrower fails Agent shall elect, in its discretion, to make such payment when duehave the terms of this Section 2.03(h) apply to a requested Borrowing of Revolving Credit Loans (as described in Section 2.03(f)(ii)), the Administrative Agent Swingline Lender shall notify each make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender under this Section 2.03(h) being referred to as an “Swingline Loan”) available to the Borrowers in same day funds by wire transferring such amount to the Operating Account by 4:00 p.m. (New York time) on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that all payments thereon shall be payable to the Swingline Lender solely for its own account (and for the account of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt holder of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans made and undrawn amount of unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed Twenty Million Dollars ($20,000,000). The Swingline Loans shall be repayable on demand, shall be secured by such Lender (the Collateral, shall constitute Revolving Credit Loans and Section 2.06 Obligations hereunder and shall apply, mutatis mutandis, bear interest at the rate in effect from time to time applicable to the payment obligations Revolving Credit Loans comprised of the Revolving Lenders pursuant to this paragraph)Base Rate Advances, and the Administrative Agent shall promptly remit to the including any increase in such rate that is applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementunder Section 4.

Swingline Loan. If Subject to the Borrower fails terms and conditions of this Agreement, the Swingline Bank agrees to make such payment when dueone or more Advances to GPO from time to time, from and including the Closing Date to, but excluding, the Administrative Agent shall notify each Revolving Lender Line of Credit Termination Date, in an aggregate principal amount at any time outstanding up to but not exceeding the Swingline Commitment; provided, however that after calculation of the participation interests of each Bank in such Advances: (i) the aggregate amount of outstanding Swingline Advances shall not at any time exceed the amount of One Million and No/100 Dollars ($1,000,000.00) (the “Swingline Commitment”); (ii) the Outstanding Credit applicable LC Disbursementto a Bank shall not at any time exceed such Bank’s Revolving Line of Credit Commitment; and (iii) the Outstanding Credit shall not at any time exceed the aggregate amount of the Commitments at such time. Subject to the foregoing limitations, and the payment then due from other terms and provisions of this Agreement, GPO may borrow, prepay, and reborrow hereunder the Borrower amount of the Swingline Commitment. The Swingline Bank may, by written notice given to the Agent not later than 10:00 A.M. (Minneapolis, Minnesota time) on any Business Day, require the Banks to acquire participations on such Business Day in respect thereof and such Revolving Lender’s Applicable Percentage thereofall or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Banks will participate. Promptly following upon receipt of such notice, the Agent will give notice thereof to each Revolving Lender shall Bank specifying in such notice such Bank’s Pro Rata Share of such Swingline Loan or Loans. Each Bank hereby absolutely and unconditionally agrees upon receipt of notice as provided in this Section 2.05 to pay to the Administrative Agent its Applicable Percentage for the account of the Swingline Bank such Bank’s Pro Rata Share of such Swingline Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment then due from the Borrowershall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Subsection by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 8.08 with respect to Loans made by such Lender Bank (and Section 2.06 8.09 shall apply, mutatis mutandis, apply to the payment obligations of the Revolving Lenders pursuant to this paragraphBanks), and the Administrative Agent shall promptly remit pay to the applicable Issuing Swingline Bank the amounts so received by it from the Revolving LendersBanks. Promptly following The Agent shall notify GPO of any participations in any Swingline Loan acquired pursuant to this subsection, and thereafter payments in respect of such Swingline Loan shall be made to the Agent and not to the Swingline Bank. Any amounts received by the Swingline Bank from GPO (or other party on behalf of GPO) in respect of a Swingline Loan after receipt by the Administrative Agent Swingline Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any payment from such amounts received by the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment be promptly remitted by the Agent to the applicable Issuing Bank or, to the extent Banks that Revolving Lenders shall have made their payments pursuant to this paragraph Subsection and to reimburse such Issuing the Swingline Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by The purchase of participations in a Revolving Lender Swingline Loan pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and Subsection shall not relieve GPO of any default in the Borrower of its payment thereof. Notwithstanding the foregoing, a Bank shall not have any obligation to reimburse acquire a participation in a Swingline Loan pursuant to this Subsection if an Event of Default shall have occurred and be continuing at the time such LC DisbursementSwingline Loan was made and such Bank shall have notified the Swingline Bank in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Bank will not acquire participations in Swingline Loans made while such Event of Default is continuing.

Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loans Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Swingline Loan. If the Borrower fails Agent shall elect, in its discretion, to make such payment when duehave the terms of this Section 2.3(h) apply to a requested Borrowing of Revolving Credit Loans (as described in Section 2.3(f)(ii)), the Administrative Agent Swingline Lender shall notify each make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender under this Section 2.3(h) being referred to as an “Swingline Loan”) available to the Borrowers in same day funds by wire transferring such amount to the Operating Account by 4:00 p.m. (New York time) on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that all payments thereon shall be payable to the Swingline Lender solely for its own account (and for the account of the holder of any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans and undrawn amount of unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed Twenty Million Dollars ($20,000,000). The Swingline Loans shall be repayable on demand, shall be secured by the Collateral, shall constitute Revolving Credit Loans and Obligations hereunder and shall bear interest at the rate in effect from time to time applicable LC Disbursementto the Revolving Credit Loans comprised of Base Rate Advances, including any increase in such rate that is applicable under Section 4.2. The Swingline Loans made by the payment then due from Swingline Lender may, at the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt request of such noticeLender, each Revolving Lender shall pay be evidenced by a single promissory note payable to the Administrative Agent its Applicable Percentage order of the payment then due from the Borrowersuch Lender, in the same manner form of Exhibit A-2 (as provided in Section 2.06 with respect amended, restated, supplemented or otherwise modified from time to Loans made time, a “Swingline Note”), as executed by such Lender (the Borrowers and Section 2.06 shall apply, mutatis mutandis, delivered to the payment obligations Swingline Lender, in a stated amount equal to the maximum amount of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementspecified in this subsection.

Swingline Loan. If (i) Agent shall elect, in its discretion, to have the Borrower fails terms of this Section 2.3(h) apply to a requested Borrowing of Revolving Credit Loans (as described in Section 2.3(f)(ii)), and (ii) the Swingline Lender, in its sole discretion, agrees to make such payment when duea Swingline Loan, the Administrative Agent Swingline Lender shall notify each make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender under this Section 2.3(h) being referred to as an “Swingline Loan”) available to Borrowers in same day funds by wire transferring such amount to the Operating Account by 4:00 p.m. (New York time) on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that prior to settlement all payments thereon shall be payable to the Swingline Lender solely for its own account (and for the account of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt holder of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans and undrawn amount of unexpired Letters of Credit to exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed $35,000,000 (the “Swingline Sublimit”). The Swingline Loans shall be repayable on demand, shall be secured by the Collateral, shall constitute Revolving Credit Loans made by such Lender (in Dollars and Section 2.06 Obligations hereunder and shall apply, mutatis mutandis, bear interest at the rate in effect from time to time applicable to the payment obligations Revolving Credit Loans comprised of the Revolving Lenders pursuant to this paragraph)Base Rate Advances, and the Administrative Agent shall promptly remit to the including any increase in such rate that is applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementunder Section 4.

Swingline Loan. If Subject to the Borrower fails terms and conditions of this Agreement, the Swingline Bank agrees to make such payment when dueone or more Advances to GPCC from time to time, from and including the Closing Date to, but excluding, the Administrative Agent shall notify each Revolving Lender Line of Credit Termination Date, in an aggregate principal amount at any time outstanding up to but not exceeding the Swingline Commitment; provided, however that after calculation of the participation interests of each Bank in such Advances: (i) the aggregate amount of outstanding Swingline Advances shall not at any time exceed the amount of One Million and No/100 Dollars ($1,000,000.00) (the “Swingline Commitment”); (ii) the Outstanding Credit applicable LC Disbursementto a Bank shall not at any time exceed such Bank’s Revolving Line of Credit Commitment; and (iii) the Outstanding Credit shall not at any time exceed the aggregate amount of the Commitments at such time. Subject to the foregoing limitations, and the payment then due from other terms and provisions of this Agreement, GPCC may borrow, prepay, and reborrow hereunder the Borrower amount of the Swingline Commitment. The Swingline Bank may, by written notice given to the Agent not later than 10:00 A.M. (Minneapolis, Minnesota time) on any Business Day, require the Banks to acquire participations on such Business Day in respect thereof and such Revolving Lender’s Applicable Percentage thereofall or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Banks will participate. Promptly following upon receipt of such notice, the Agent will give notice thereof to each Revolving Lender shall Bank specifying in such notice such Bank’s Pro Rata Share of such Swingline Loan or Loans. Each Bank hereby absolutely and unconditionally agrees upon receipt of notice as provided in this Section 2.05 to pay to the Administrative Agent its Applicable Percentage for the account of the Swingline Bank such Bank’s Pro Rata Share of such Swingline Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment then due from the Borrowershall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Subsection by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 8.08 with respect to Loans made by such Lender Bank (and Section 2.06 8.09 shall apply, mutatis mutandis, apply to the payment obligations of the Revolving Lenders pursuant to this paragraphBanks), and the Administrative Agent shall promptly remit pay to the applicable Issuing Swingline Bank the amounts so received by it from the Revolving LendersBanks. Promptly following The Agent shall notify GPCC of any participations in any Swingline Loan acquired pursuant to this subsection, and thereafter payments in respect of such Swingline Loan shall be made to the Agent and not to the Swingline Bank. Any amounts received by the Swingline Bank from GPCC (or other party on behalf of GPCC) in respect of a Swingline Loan after receipt by the Administrative Agent Swingline Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any payment from such amounts received by the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment be promptly remitted by the Agent to the applicable Issuing Bank or, to the extent Banks that Revolving Lenders shall have made their payments pursuant to this paragraph Subsection and to reimburse such Issuing the Swingline Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by The purchase of participations in a Revolving Lender Swingline Loan pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and Subsection shall not relieve GPCC of any default in the Borrower of its payment thereof. Notwithstanding the foregoing, a Bank shall not have any obligation to reimburse acquire a participation in a Swingline Loan pursuant to this Subsection if an Event of Default shall have occurred and be continuing at the time such LC DisbursementSwingline Loan was made and such Bank shall have notified the Swingline Bank in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Bank will not acquire participations in Swingline Loans made while such Event of Default is continuing.

Swingline Loan. If Agent may convert any request by Borrower for a Revolving Advance into a request for an advance under the Borrower fails Swingline Loan in an amount not to exceed $10,000,000. The Swingline Loan shall be a Base Rate Loan and shall not exceed in the aggregate at any time outstanding the Maximum Swingline Loan Amount. In the event that on any Business Day Swingline Lender desires that all or any portion of the Swingline Loan should be reduced in whole or in part, Swingline Lender shall promptly notify Agent to that effect and indicate the portion of the Swingline Loan to be reduced. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swingline Lender and shall concurrently notify Lenders of each Lender's Pro Rata Share of the obligation to make such payment when due, a Revolving Advance to repay the Administrative Agent shall notify each Revolving Lender Swingline Loan (or portion thereof). Each of the applicable LC DisbursementLenders hereby unconditionally and irrevocably agrees to fund to Agent for the benefit of Swingline Lender, in lawful money of the payment then due from United States and in same day funds, not later than 1:00 p.m. Chicago time on the Borrower in respect thereof and Business Day immediately following the Business Day of such Revolving Lender’s Applicable Percentage thereof. Promptly following 's receipt of such notice, each Revolving notice from Agent (provided that if any Lender shall pay receive such notice at or prior to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower11:00 a.m. Chicago time on a Business Day, in the same manner as provided in Section 2.06 with respect to Loans such funding shall be made by such Lender on such Business Day), such Lender's Pro Rata Share of a Revolving Advance (which Revolving Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to Swingline Lender under this subsection 2.1 (E) (regardless of whether the conditions precedent thereto set forth in Section 2.06 shall apply3 and the Conditions Rider are then satisfied and whether or not Borrower has provided a notice of borrowing under subsection 2.1(F) and whether or not any Default or Event of Default exists or all or any of the Loans have been accelerated, mutatis mutandis, but subject to the payment other provisions of this subsection 2.1(E)). The proceeds of any such Revolving Advance shall be immediately paid over to Agent for the benefit of Swingline Lender for application to the Swingline Loan. In the event that an Event of Default shall occur and either (i) such Event of Default is of the type described in subsection 8.1 (G) or (H) hereof or (ii) no further Revolving Advances are being made under this Agreement, so long as any such Event of Default is continuing, then, each of the Lenders (other than Swingline Lender) shall be deemed to have irrevocably, unconditionally and immediately purchased a participation in the Swingline Loan from Swingline Lender in an amount equal to such Lender's Pro Rata Share of the Revolving Loan Commitment multiplied by the total amount of the Swingline Loan outstanding. Each Lender shall effect such purchase by making available the amount of such Lender's participation in the Swingline Loan in U.S. Dollars in immediately available funds to Agent's Account for the benefit of Swingline Lender. In the event any Lender fails to make available to Swingline Lender when due the amount of such Lender's participation in the Swingline Loan, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate. Each such purchase by a Lender shall be made without recourse to Swingline Lender, without representation or warranty of any kind, and shall be effected and evidenced pursuant to documents reasonably acceptable to Swingline Lender. The obligations of the Revolving Lenders pursuant to under this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement subsection 2.1 (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated aboveE) shall not constitute a Loan be absolute, irrevocable and unconditional, shall be made under all circumstances and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementbe affected, reduced or impaired for any reason whatsoever.

Swingline Loan. (i) On the terms and subject to the conditions set forth in Section 4.02, the Swingline Lender agrees to make advances to Borrower from time to time, on any Business Day from and including the Closing Date until the Maturity Date (each such advance, a “Swingline Loan”) requested by Borrower hereunder; provided that the Outstanding Amount of Swingline Loans shall at no time exceed the Swingline Loan Limit. If at any time the Outstanding Amount of Swingline Loans exceeds the Swingline Loan Limit, then, on the next succeeding Business Day, the Borrower fails shall repay Swingline Loans in an aggregate amount equal to make such payment when dueexcess. Each Swingline Loan shall be a Base Rate Loan, and shall be advanced by the Administrative Agent shall notify each Revolving Swingline Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as Revolving Credit Loans are advanced hereunder, in accordance with the provisions of Section 2.01(b); provided in Section 2.06 that the Borrower may deliver the Committed Loan Notice with respect to any Swingline Loan to the Administrative Agent and the Swingline Lender not later than 11:00 a.m. (New York City time) on the requested borrowing date (which shall be a Business Day). The Swingline Lender shall give the Administrative Agent prompt notice of each Swingline Loan advanced by the Swingline Lender. In the event that on any Business Day the Swingline Lender desires that all or any portion of the outstanding Swingline Loans should be reduced, in whole or in part, the Swingline Lender shall notify the Administrative Agent to that effect and indicate the portion of the Swingline Loan to be so reduced. The Administrative Agent agrees to transmit to the Revolving Credit Lenders the information contained in each notice received by the Administrative Agent from the Swingline Lender regarding the reduction of outstanding Swingline Loans and shall concurrently notify such Lenders of the amount of each such Lender’s Revolving Credit Loan necessary to repay outstanding Swingline Loans (or the applicable portion thereof). (ii) Each of the Revolving Credit Lenders hereby unconditionally and irrevocably agrees to fund to the Administrative Agent’s Account, for the benefit of the Swingline Lender, not later than noon (New York City time) on the Business Day immediately following the Business Day of such Lender’s receipt of such notice from the Administrative Agent (provided that if any Revolving Credit Lender shall receive such notice at or prior to 10:00 a.m. (New York City time) on a Business Day, such funding shall be made by such Lender on such Business Day), such Lender’s Applicable Revolving Credit Percentage of a Revolving Credit Loan (which Revolving Credit Loan shall be a Base Rate Loan and Section 2.06 shall apply, mutatis mutandis, be deemed to be requested by Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to the payment obligations Swingline Lender under this Section 2.01(c) (regardless of whether the conditions precedent thereto set forth in Section 4.02 are then satisfied, including without limitation, the existence of any Default or Event of Default either before or after giving effect to the making of such Swingline Loan, but subject to the other provisions of this Section 2.01(c) (other than any Default or Event of Default of which the Swingline Lender has actual knowledge which has not been waived by the Revolving Credit Lenders under Section 10.01)). The proceeds of any such Revolving Credit Loans shall be immediately paid over to the Administrative Agent for the benefit of the Swingline Lender for application against then outstanding Swingline Loans. For purposes of this clause (ii), the Swingline Lender shall be conclusively entitled to assume that, at the time of the advance of any Swingline Loan, each Revolving Credit Lender will fund its pro rata share of the Revolving Credit Loans provided for in this clause (ii). (iii) In the event that, at any time any Swingline Loans are outstanding, an Event of Default has occurred and is continuing, then, each of the Revolving Credit Lenders shall be deemed to have irrevocably and immediately purchased and received from Swingline Lender, without recourse or warranty, an undivided interest and participation in the Swingline Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of the Swingline Loans. Any purchase obligation arising pursuant to this paragraph)the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the event that on any Business Day the Swingline Lender desires to effect settlement of any such purchase, and the Swingline Lender shall promptly notify Administrative Agent shall promptly remit to that effect and indicate the payment amounts required by each Lender to effect such settlement. The Administrative Agent agrees to transmit to the applicable Issuing Bank Revolving Credit Lenders the amounts so information contained in each notice received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent from the Swingline Lender and shall concurrently notify such Lenders of each such Lender’s Applicable Revolving Credit Percentage of the required payment settlement amount. Each such Lender shall effect such settlement upon receipt of any payment from the Borrower pursuant such notice by transferring to this paragraph, the Administrative Agent Agent’s Account not later than noon (New York City time) on the Business Day immediately following the Business Day of receipt of such notice (provided that, if any such Lender shall distribute receive such payment notice at or prior to the applicable Issuing Bank or10:00 a.m. (New York City time) on a Business Day, to the extent that Revolving Lenders have such funding shall be made payments pursuant to this paragraph to reimburse by such Issuing BankLender on such Business Day), then an amount equal to such Lender’s Applicable Revolving Lenders Credit Percentage in the Swingline Loan. (iv) In the event any Revolving Credit Lender fails to make available to Swingline Lender when due the amount of such Lender’s Applicable Revolving Credit Percentage in the Swingline Loans, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate, for the first three (3) days following the due date, and such Issuing Bank as their interests may appearthereafter at the Base Rate plus the Applicable Rate in respect of Base Rate Loans. Any Lender’s failure to make any payment made by a Revolving Lender pursuant to requested under this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated aboveSection 2.01(c) shall not constitute a Loan and shall not relieve the Borrower any other Lender of its obligation obligations hereunder, but no Lender shall be responsible for the failure of any other Lender to reimburse make available to Swingline Lender such LC Disbursementother Lender’s required payment hereunder. The obligations of the Lenders under this Section 2.01(c) shall be deemed to be binding upon Administrative Agent, Swingline Lender and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Loan Party.

Swingline Loan. If (a) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower fails requests a ABR Borrowing, the Swingline Lender may elect to make have the terms of this Section 2.05(a) apply to such payment when dueBorrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrower on the applicable Borrowing date to the Funding Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. (b) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall notify each promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan. (c) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the applicable LC Disbursement, Swingline Loans) shall transfer the payment then due from the Borrower in respect thereof and amount of such Revolving Lender’s Applicable Percentage thereofof the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Promptly following receipt Settlements may occur during the existence of such notice, each Revolving Lender shall pay a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent its shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of the payment then due from the Borrowersuch Swingline Loan, in the same manner as provided in Section 2.06 with respect shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not transferred to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the any Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphLender on such Settlement Date, the Administrative Agent Swingline Lender shall distribute be entitled to recover from such payment to the applicable Issuing Bank orLender on demand such amount, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Banktogether with interest thereon, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementspecified in Section 2.07.

Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender In furtherance of the applicable LC Disbursementforegoing, the payment then due from the Borrower in respect thereof each Lender hereby absolutely and such Revolving Lender’s Applicable Percentage thereof. Promptly following unconditionally agrees, upon receipt of such noticenotice as provided above, each Revolving Lender shall to pay to the Administrative Agent its Applicable Agent, for the account of the Swingline Lender, such Lender's Pro Rata Percentage of each Swingline Loan that is not repaid on the last day of the Interest Period with respect thereto in the relevant currency. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment then due from the Borrowershall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.2(c) with respect to Loans made by such Lender (and Section 2.06 2.2(c) shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), Lenders) and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank Swingline Lender the amounts so received by it from the Revolving Lenders. Promptly following The Administrative Agent shall notify the Company of any participation in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, shall be promptly remitted by the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent Lenders that Revolving Lenders shall have made their payments pursuant to this paragraph and to reimburse such Issuing Bankthe Swingline Lender, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by The purchase of participations in a Revolving Lender Swingline Loan pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company (or other party liable for obligations of its obligation to reimburse such LC Disbursementthe Company) of any default in the payment thereof.

Swingline Loan. If Agent may convert any request by Borrower -------------- for a Revolving Advance into a request for an advance under the Borrower fails Swingline Loan in an amount not to exceed $10,000,000. The Swingline Loan shall be a Base Rate Loan and shall not exceed in the aggregate at any time outstanding the Maximum Swingline Loan Amount. In the event that on any Business Day Swingline Lender desires that all or any portion of the Swingline Loan should be reduced in whole or in part, Swingline Lender shall promptly notify Agent to that effect and indicate the portion of the Swingline Loan to be reduced. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swingline Lender and shall concurrently notify Lenders of each Lender's Pro Rata Share of the obligation to make such payment when due, a Revolving Advance to repay the Administrative Agent shall notify each Revolving Lender Swingline Loan (or portion thereof). Each of the applicable LC DisbursementLenders hereby unconditionally and irrevocably agrees to fund to Agent for the benefit of Swingline Lender, in lawful money of the payment then due from United States and in same day funds, not later than 1:00 p.m. Chicago time on the Borrower in respect thereof and Business Day immediately following the Business Day of such Revolving Lender’s Applicable Percentage thereof. Promptly following 's receipt of such notice, each Revolving notice from Agent (provided that if any Lender shall pay receive such notice at or prior to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower11:00 a.m. Chicago time on a Business Day, in the same manner as provided in Section 2.06 with respect to Loans such funding shall be made by such Lender on such Business Day), such Lender's Pro Rata Share of a Revolving Advance (which Revolving Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to Swingline Lender under this subsection 2.1 (E) (regardless of whether the conditions precedent thereto ------------------ set forth in Section 2.06 shall apply3 and the Conditions Rider are then satisfied and whether --------- or not Borrower has provided a notice of borrowing under subsection 2.1(F) and ----------------- whether or not any Default or Event of Default exists or all or any of the Loans have been accelerated, mutatis mutandis, but subject to the payment other provisions of this subsection ---------- 2.1(E)). The proceeds of any such Revolving Advance shall be immediately paid ------ over to Agent for the benefit of Swingline Lender for application to the Swingline Loan. In the event that an Event of Default shall occur and either (i) such Event of Default is of the type described in subsection 8.1 (G) or (H) ------------------------- hereof or (ii) no further Revolving Advances are being made under this Agreement, so long as any such Event of Default is continuing, then, each of the Lenders (other than Swingline Lender) shall be deemed to have irrevocably, unconditionally and immediately purchased a participation in the Swingline Loan from Swingline Lender in an amount equal to such Lender's Pro Rata Share of the Revolving Loan Commitment multiplied by the total amount of the Swingline Loan outstanding. Each Lender shall effect such purchase by making available the amount of such Lender's participation in the Swingline Loan in U.S. Dollars in immediately available funds to Agent's Account for the benefit of Swingline Lender. In the event any Lender fails to make available to Swingline Lender when due the amount of such Lender's participation in the Swingline Loan, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate. Each such purchase by a Lender shall be made without recourse to Swingline Lender, without representation or warranty of any kind, and shall be effected and evidenced pursuant to documents reasonably acceptable to Swingline Lender. The obligations of the Revolving Lenders pursuant to under this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement subsection 2.1 (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated aboveE) shall not constitute a Loan be absolute, ------------------ irrevocable and unconditional, shall be made under all circumstances and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementbe affected, reduced or impaired for any reason whatsoever.

Swingline Loan. If Notwithstanding the foregoing, each Borrower agrees to repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swingline Loans on the Swingline Maturity Date (or such earlier date as the Swingline Lender that made such Swingline Loan and the Borrower fails Representative may agree in writing). In lieu of demanding repayment of any outstanding Swingline Loan from the Borrowers, the Swingline Lender that made such Swingline Loan may, on behalf of the Borrowers (which hereby irrevocably direct each applicable Swingline Lender to make act on their behalf), request a borrowing of Revolving Loans that are Base Rate Loans from the Revolving Lenders in an amount equal to the principal balance of such payment when dueSwingline Loan. The amount limitations contained in the second sentence of Section 2.1.(a) shall not apply to any borrowing of such Revolving Loans made pursuant to this subsection. Such Swingline Lender shall give notice to the Administrative Agent of any such borrowing of Revolving Loans not later than 12:00 noon Eastern time at least one Business Day prior to the proposed date of such borrowing. Promptly after receipt of such notice of borrowing of Revolving Loans from a Swingline Lender under the immediately preceding sentence, the Administrative Agent shall notify each Revolving Lender of the proposed borrowing. Not later than 12:00 noon Eastern time on the proposed date of such borrowing, each Revolving Lender will make available to the Administrative Agent at the Principal Office for the account of the applicable LC DisbursementSwingline Lender, in immediately available funds, the payment then due from proceeds of the Borrower in respect thereof and Revolving Loan to be made by such Lender. The Administrative Agent shall pay the proceeds of such Revolving Loans to the applicable Swingline Lender’s Applicable Percentage thereof, which shall apply such proceeds to repay such Swingline Loan. Promptly following receipt If the Revolving Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason whatsoever, including without limitation, the occurrence of such noticeany of the Defaults or Events of Default described in Sections 10.1.(e) or (f), each Revolving Lender shall pay purchase from the applicable Swingline Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage of such Swingline Loan, by directly purchasing a participation in such Swingline Loan in such amount and paying the proceeds thereof to the Administrative Agent its Applicable Percentage for the account of the payment then due applicable Swingline Lender in Dollars and in immediately available funds. A Revolving Lender’s obligation to purchase such a participation in a Swingline Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Administrative Agent, any Swingline Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in Sections 10.1. (e) or (f)), or the termination of any Revolving Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by the Administrative Agent, any Lender or any Borrower or any other Loan Party, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the applicable Swingline Lender by any Revolving Lender, such Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the Borrowerdate of demand thereof, at the Federal Funds Rate. If such Lender does not pay such amount forthwith upon the applicable Swingline Lender’s demand therefor, and until such time as such Lender makes the required payment, such Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the same manner as provided in Section 2.06 with respect amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Lenders to Loans made by purchase a participation therein). Further, such Lender (shall be deemed to have assigned any and Section 2.06 shall applyall payments made of principal and interest on its Revolving Loans, mutatis mutandisand any other amounts due it hereunder, to the payment obligations applicable Swingline Lender to fund Swingline Loans in the amount of the Revolving Lenders participation in Swingline Loans that such Lender failed to purchase pursuant to this paragraphSection until such amount has been purchased (as a result of such assignment or otherwise), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Swingline Loan. If Agent may convert any request by Borrower for a Revolving Advance into a request for an Advance under the Borrower fails Swingline Loan. The Swingline Loan shall be a Base Rate Loan and shall not exceed in the aggregate at any time outstanding the Maximum Swingline Loan Amount. In the event that on any Business Day Swingline Lender desires that all or any portion of the Swingline Loan should be reduced in whole or in part, Swingline Lender shall promptly notify Agent to that effect and indicate the portion of the Swingline Loan to be reduced. Swingline Lender hereby agrees that it shall notify Agent to reduce the Swingline Loan to $0 at least once every rolling, consecutive twenty one (21) day period. Agent agrees to promptly transmit to Lenders the information contained in each notice received by Agent from Swingline Lender and shall concurrently notify Lenders of each Lender's Pro Rata Share of the obligation to make such payment when due, a Revolving Advance to repay the Administrative Agent shall notify each Revolving Lender Swingline Loan (or portion thereof). Each of the applicable LC DisbursementLenders hereby unconditionally and irrevocably agrees to fund to Agent for the benefit of Swingline Lender, in lawful money of the payment then due from United States and in same day funds, not later than 1:00 p.m. Central time on the Borrower in respect thereof and Business Day immediately following the Business Day of such Revolving Lender’s Applicable Percentage thereof. Promptly following 's receipt of such notice, each Revolving notice from Agent (provided that if any Lender shall pay receive such notice at or prior to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower11:00 a.m. Central time on a Business Day, in the same manner as provided in Section 2.06 with respect to Loans such funding shall be made by such Lender on such Business Day), such Lender's Pro Rata Share of a Revolving Advance (which Revolving Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to Swingline Lender under this subsection 2.1(D) (regardless of whether the conditions precedent thereto set forth in Section 2.06 shall apply3 and the Conditions Rider are then satisfied and whether or not Borrower has provided a notice of borrowing under subsection 2.1(E) and whether or not any Default or Event of Default exists or all or any of the Loans have been accelerated, mutatis mutandis, but subject to the payment other provisions of this subsection 2.1(D). The proceeds of any such Revolving Advance shall be immediately paid over to Agent for the benefit of Swingline Lender for application applied by Agent to the Swingline Loan. In the event that an Event of Default shall occur and either (i) such Event of Default is of the type described in subsection 8.1(G) or (H) hereof or (ii) no further Revolving Advances are being made under this Agreement, so long as any such Event of Default is continuing, then, each of the Lenders (other than Swingline Lender) shall be deemed to have irrevocably, unconditionally and immediately purchased from Swingline Lender such Lender's pro rata share of the Swingline Loan outstanding as of the date of the occurrence of such Event of Default. Each Lender shall effect such purchase by making available an amount equal to its participation on the due date of such purchase in U.S. Dollars in immediately available funds to Agent's Accounts for the benefit of Swingline Lender. In the event any Lender fails to make available to Swingline Lender when due the amount of such Lender's participation in the Swingline Loan, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate. Each such purchase by a Lender shall be made without recourse to Swingline Lender, without representation or warranty of any kind, and shall be effected and evidenced pursuant to documents reasonably acceptable to Swingline Lender. The obligations of the Revolving Lenders pursuant to under this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated abovesubsection 2.1(D) shall not constitute a Loan be absolute, irrevocable and unconditional, shall be made under all circumstances and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementbe affected, reduced or impaired for any reason whatsoever.

Swingline Loan. If Agent shall elect, in its discretion, to have the Borrower fails terms of this Section 2.3(h) apply to make such payment when duea requested Borrowing of Revolving Credit Loans (as described in Section 2.3(f)(ii)), the Administrative Agent Swingline Lender shall notify each make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender under this Section 2.3(h) being referred to as an “Swingline Loan”) available to Borrowers in same day funds by wire transferring such amount to the Operating Account by 4:00 p.m. (New York time) on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that prior to settlement all payments thereon shall be payable to the Swingline Lender solely for its own account (and for the account of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt holder of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans made and undrawn amount of unexpired Letters of Credit to exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed ten percent (10%) of the Commitments. The Swingline Lender may reduce the Swingline Sublimit in its sole discretion upon notice of such reduction to Borrower Agent and Agent. The Swingline Loans shall be repayable on demand, shall be secured by such Lender (the Collateral, shall constitute Revolving Credit Loans and Section 2.06 Obligations hereunder and shall apply, mutatis mutandis, bear interest at the rate in effect from time to time applicable to the payment obligations Revolving Credit Loans comprised of the Revolving Lenders pursuant to this paragraph)Base Rate Advances, and the Administrative Agent shall promptly remit to the including any increase in such rate that is applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementunder Section 4.

Swingline Loan. If Agent may convert any request by Borrowing Agent on behalf of US Borrower for a US Revolving Advance that is requested to be made as a Base Rate Loan into a request for an advance under the Borrower fails Swingline Loan. The Swingline Loan shall be a Base Rate Loan and shall not exceed in the aggregate at any time outstanding the Maximum Swingline Loan Amount. In the event that on any Business Day Swingline Lender desires that all or any portion of the Swingline Loan should be reduced in whole or in part, Swingline Lender shall promptly notify Agent to that effect and indicate the portion of the Swingline Loan to be reduced. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swingline Lender and shall concurrently notify Lenders of each Lender’s Pro Rata Share of the obligation to make such payment when due, a US Revolving Advance to repay the Administrative Agent Swingline Loan (or portion thereof). All Swingline Loans shall notify each Revolving Lender be made in Dollars. Each of the applicable LC DisbursementLenders hereby unconditionally and irrevocably, severally and not jointly, agrees to fund to Agent for the payment then due from benefit of Swingline Lender, in lawful money of the Borrower United States and in respect thereof and same day funds, not later than 11:00 a.m. (New York City time) on the Business Day immediately following the Business Day of such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving notice from Agent (provided that if any Lender shall pay receive such notice at or prior to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower1:00 p.m. (New York City time) on a Business Day, in the same manner as provided in Section 2.06 with respect to Loans such funding shall be made by such Lender on such Business Day), such Lender’s Pro Rata Share of a US Revolving Advance (which US Revolving Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrowing Agent on behalf of US Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to Swingline Lender under this subsection 2.1(C) (regardless of whether the conditions precedent thereto set forth in Section 2.06 shall apply3 are then satisfied and whether or not US Borrower has provided a notice of borrowing under subsection 2.1(D)(4) and whether or not any Default or Event of Default exists or all or any of the Loans have been accelerated, mutatis mutandis, but subject to the payment other provisions of this subsection 2.1(C)). The proceeds of any such US Revolving Advance shall be immediately paid over to Agent for the benefit of Swingline Lender for application to the Swingline Loan. In the event that an Event of Default shall occur and either (1) such Event of Default is of the type described in subsection 8.1 (G) or (H) hereof or (2) no further US Revolving Advances are being made under this Agreement, so long as any such Event of Default is continuing, then, each of the Lenders (other than Swingline Lender) shall be deemed to have irrevocably, unconditionally and immediately purchased a participation in the Swingline Loan from Swingline Lender in an amount equal to such Lender’s Pro Rata Share of the US Revolving Loan Commitment multiplied by the total amount of the Swingline Loan outstanding. Each Lender shall effect such purchase by making available the amount of such Lender’s participation in the Swingline Loan in Dollars in immediately available funds to Agent’s Account for the benefit of Swingline Lender. In the event any Lender fails to make available to Swingline Lender when due the amount of such Lender’s participation in the Swingline Loan, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate. Each such purchase by a Lender shall be made without recourse to Swingline Lender, without representation or warranty of any kind, and shall be effected and evidenced pursuant to documents reasonably acceptable to Swingline Lender. The obligations of the Revolving Lenders pursuant to under this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement subsection 2.1 (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated aboveC) shall not constitute a Loan be absolute, irrevocable and unconditional, shall be made under all circumstances and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementbe affected, reduced or impaired for any reason whatsoever.

Swingline Loan. If (i) Agent shall elect, in its discretion, to have the Borrower fails terms of this Section 2.3(h) apply to a requested Borrowing of Revolving Credit Loans (as described in Section 2.3(f)(ii)), and (ii) the Swingline Lender, in its sole discretion, agrees to make such payment when duea Swingline Loan, the Administrative Agent Swingline Lender shall notify each make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender under this Section 2.3(h) being referred to as an "Swingline Loan") available to Borrowers in same day funds by wire transferring such amount to the Operating Account by 4:00 p.m. (New York time) on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that prior to settlement all payments thereon shall be payable to the Swingline Lender solely for its own account (and for the account of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt holder of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans and undrawn amount of unexpired Letters of Credit to exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed $35,000,000 (the "Swingline Sublimit"). The Swingline Loans shall be repayable on demand, shall be secured by the Collateral, shall constitute Revolving Credit Loans made by such Lender (in Dollars and Section 2.06 Obligations hereunder and shall apply, mutatis mutandis, bear interest at the rate in effect from time to time applicable to the payment obligations Revolving Credit Loans comprised of the Revolving Lenders pursuant to this paragraph)Base Rate Advances, and the Administrative Agent shall promptly remit to the including any increase in such rate that is applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementunder Section 4.

Swingline Loan. If (i) The Agent may convert any request by the Borrower fails Representative for a Loan advance into a request for an advance under the Swingline Loan (and any remaining portion of such requested advance shall continue to constitute an advance requested under the Revolving Loan). The Swingline Loan shall be a Base Rate Loan and shall not exceed in the aggregate at any time outstanding the Maximum Swingline Loan Amount. In the event that on any Business Day, the Swingline Lender desires that all or any portion of the Swingline Loan should be reduced in whole or in part, the Swingline Lender shall promptly notify the Agent to that effect and indicate the portion of the Swingline Loan to be reduced. The Agent agrees to promptly transmit to the Lenders the information contained in each notice received by the Agent from the Swingline Lender and shall concurrently notify the Lenders of each Lender's Pro Rata Share of the obligation to make such payment when due, a Revolving Loan advance to repay the Administrative Agent shall notify each Revolving Lender Swingline Loan (or portion thereof). (ii) Each of the applicable LC DisbursementLenders hereby unconditionally and irrevocably agrees to fund to the Agent for the benefit of the Swingline Lender, in lawful money of the payment then due from United States and in same day funds, not later than 1:00 p.m. Chicago time on the Borrower in respect thereof and Business Day immediately following the Business Day of such Revolving Lender’s Applicable Percentage thereof. Promptly following 's receipt of such noticenotice (which shall be provided not less frequently than weekly, each Revolving or in the case of any Swingline Loan in excess of $1.5 million, daily) from the Agent ( PROVIDED that if any Lender shall pay receive such notice at or prior to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower11:00 a.m. Chicago time on a Business Day, in the same manner as provided in Section 2.06 with respect to Loans such funding shall be made by such Lender on such Business Day), such Lender's Pro Rata Share of a Revolving Loan advance (which Revolving Loan advance shall be a Base Rate Loan and Section 2.06 shall apply, mutatis mutandis, be deemed to be requested by the Borrower Representative) in the principal amount of such portion of the Swingline Loan which is required to be paid to the payment obligations Swingline Lender under this SUBSECTION 2.1(d) (regardless of whether the conditions precedent thereto set forth in SECTION 4 are then satisfied and whether or not the Borrower has provided a Borrowing Notice under SUBSECTION 2.1(b) and whether or not any Default or Event of Default exists or all or any of the Loans have been accelerated, but subject to the other provisions of this SUBSECTION 2.1(d)). The proceeds of any such Revolving Lenders pursuant Loan advance shall be immediately paid over to this paragraphthe Agent for the benefit of the Swingline Lender for application to the Swingline Loan. (iii) In the event that an Event of Default shall occur and either (i) such Event of Default is of the type described in clauses (f), and (g), (h) or (i) of the Administrative Agent shall promptly remit to definition of the applicable Issuing Bank the amounts so received by it from the term "Event of Default" in SUBSECTION 1.1 or (ii) no further Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Loan advances are being made under this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing BankAgreement, then to so long as any such Revolving Event of Default is continuing, each of the Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated aboveLender) shall not constitute a be deemed to have irrevocably, unconditionally and immediately purchased from the Swingline Lender such Lender's Pro Rata Share of the Swingline Loan and outstanding as of the date of the occurrence of such Event of Default. Each Lender shall not relieve effect such purchase by making available an amount equal to its participation on the Borrower date of its obligation such purchase in Dollars in immediately available funds to reimburse such LC Disbursementthe Agent for the benefit of the Swingline Lender as specified in SUBSECTION 2.

Swingline Loan. If 3.9.1 At any time that the Canadian Borrower fails would be entitled to make obtain Facility A Advances and to such payment when dueextent provided in this Section 3.9, the Canadian Borrower shall be entitled to create or increase an overdraft in its CDollar Current Account or USDollar Current Account, without having to provide to the Administrative Agent a Notice of Borrowing. The Swingline CDollar Availment and Swingline USDollar Availment from time to time outstanding shall be deemed to be a Canadian Rate Loan or a US Base Rate Loan respectively. 3.9.2 The Canadian Borrower undertakes not to permit the Swingline Loan at any time to exceed the Swingline Limit at such time. For greater certainty and notwithstanding any other provision of this Agreement, the Swingline Lender shall not be obligated to permit at any time the creation or the increase of an overdraft in the CDollar Current Account or USDollar Current Account (a “Swingline Advance”), to the extent that at such time the Swingline Loan would exceed the Swingline Limit. 3.9.3 It is the intention of the parties hereto that the Swingline Loan be available to the Canadian Borrower pending the obtaining of Facility A Advances pursuant to Section 3.2. Accordingly, on any Banking Day the Swingline Loan equals or exceeds the Swingline Limit or, from time to time, as the Swingline Lender, in its sole and entire discretion, deems it appropriate, the Swingline Lender shall deliver a written notice to the Administrative Agent (which in turn will provide notice to, in accordance with the provisions of this Agreement, each of the Lenders and to the Canadian Borrower), requiring repayment of the Swingline Loan then outstanding or any portion thereof. Such written notice from the Swingline Lender to the Administrative Agent shall notify each Revolving Lender be delivered not later than 11:00 a.m. (Toronto time) one (1) Banking Day prior to the proposed date of repayment of the applicable LC Disbursement, the payment Swingline Loan then due from the Borrower in respect outstanding or any portion thereof and any repayment amount specified in such Revolving Lender’s Applicable Percentage notice may be for the full amount of the Swingline Loan then outstanding or be in a minimum amount of C$500,000 or US$500,000, as the case may be, and multiples of C$100,000 or US$100,000 respectively in excess thereof. Promptly following receipt The Canadian Borrower shall be deemed to have given at such time a Notice of such notice, each Revolving Lender shall pay Borrowing to the Administrative Agent its Applicable Percentage requesting a Canadian Rate Advance and a US Base Rate Advance, as applicable, under the Facility A Credit in an amount equal to the portion of the payment Swingline Loan owing by the Canadian Borrower and to be repaid as specified by the Swingline Lender. If the aggregate principal amount of all such requested Advances and the Facility A Loan outstanding would not exceed the Facility A Total Commitment at such time, and no Event of Default is then due from continuing, the Borrower, in Lenders shall make such requested Advances on the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), next Banking Day and the Administrative Agent shall apply the proceeds thereof in full and partial repayment, as the case may be, of the Swingline Loan then outstanding. The Administrative Agent shall promptly remit notify the Canadian Borrower of any such Advance made, and the Canadian Borrower agrees to accept each such Advance and hereby irrevocably authorizes and directs the Administrative Agent to apply the proceeds thereof in payment of the Swingline Loan as aforesaid. 3.9.4 If at any time that the Facility A Total Commitment has been terminated following an Event of Default as provided in Section 16.2 and the Facility A Loan is not outstanding rateably from the Lenders (with the outstanding Swingline Loan being deemed for such purpose outstanding under the Swingline Lender’s Facility A Commitment), any Lender from which excess Advances are outstanding (the “Surplus Lender”) shall sell to any Lender from which deficit Advances are outstanding (the “Deficit Lender”), and the Deficit Lender shall purchase from the Surplus Lender, for cash, at par, without representation or warranty from or recourse to the applicable Issuing Bank Surplus Lender, an interest in such of the amounts so received by it Advances outstanding from the Revolving Surplus Lender as results in the ratio of the Facility A Advances outstanding from all Lenders being equal to the ratio of their Facility A Commitments. The intention of this Section 3.9.4 is that when any and all purchases and sales required hereby have been completed, the outstanding Facility A Advances under the Facility A Credit will be outstanding rateably from the Lenders. Promptly following receipt The Administrative Agent, upon consultation with the Lenders, shall have the power to settle any documentation required to evidence any such purchase and sale and, if deemed advisable by the Administrative Agent of Agent, to execute any payment from document as attorney for any Lender in order to complete any such purchase and sale. The Canadian Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, and the Canadian Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment expressly consents to the applicable Issuing Bank or, foregoing arrangements among such Lenders. 3.9.5 Each of the Lenders shall indemnify and save harmless the Swingline Lender (to the extent that Revolving Lenders have made not reimbursed by the Canadian Borrower) on a rateable basis based on the Facility A Commitment of each such Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments pursuant or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Swingline Lender in any way related to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment or arising out of the Swingline Loan or any Swingline Advance made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank the Swingline Lender, except for any LC Disbursement (other such liabilities resulting from the gross negligence or wilful misconduct of the Swingline Lender. 3.9.6 The Canadian Borrower shall advise the Swingline Lender from time to time but not more frequently than as may be agreed by the funding Swingline Lender as to the allocation of ABR Revolving Loans or the Swingline Loans as contemplated above) shall not constitute a Loan Limit between the CDollar Current Account and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementUSDollar Current Account.

Swingline Loan. If Agent may convert any request by Borrower for a Base Rate Revolving Advance into a request for an advance under the Borrower fails Swingline Loan. The Swingline Loan will be a Base Rate Loan and will not exceed in the aggregate at any time outstanding the Maximum Swingline Loan Amount. In the event that on any Business Day Swingline Lender desires that all or any portion of the Swingline Loan should be reduced in whole or in part, Swingline Lender will promptly notify Agent to that effect and indicate the portion of the Swingline Loan to be reduced; provided that Swingline Lender will deliver such notice no less than one time per week. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swingline Lender and will concurrently notify Lenders of each Lender’s Pro Rata Share of the obligat ion to make such payment when due, a Revolving Advance to repay the Administrative Agent shall notify each Revolving Lender Swingline Loan (or portion thereof). Each of the applicable LC DisbursementLenders hereby unconditionally and irrevocably agrees to fund to Agent for the benefit of Swingline Lender, in lawful money of the payment then due from United States and in same day funds, not later than 1:00 p.m. New York time on the Borrower in respect thereof and Business Day immediately following the Business Day of such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice from Agent (provided that if any Lender will receive such notice at or prior to 11:00 a.m. New York time on a Business Day, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans such funding will be made by such Lender on such Business Day), such Lender’s Pro Rata Share of a Revolving Advance (which Revolving Advance will be a Base Rate Loan and will be deemed to be requested by Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to Swingline Lender under this subsection 2.1(B) (regardless of whether the conditions precedent thereto set forth in Section 2.06 shall apply3 are then satisfied and whether or not any Default or Event of Default exists or all or any of the Loans have been accelerated, mutatis mutandis, but subject to the payment other provisions of this subsection 2.1(B)). The proceeds of any such Revolving Advance will be immediately paid over to Agent for the benefit of Swingline Lender for application to the Swingline Loan. Notwithstanding anything to the contrary in this Agreement, if any Lender provides written notice to Swingline Lender of a Default or Event of Default together with a written directive that further Swingline Loans should not be made (a “Swingline Suspension Notice”), Swingline Lender will not make further Swingline Loans to Borrower until such Default or Event of Default is cured or waived in accordance with the terms hereof; provided that (i) the obligations of the Lenders under this Agreement in respect of Swingline Loans will continue in effect as to Swingline Loans made prior to Swingline Lender’s receipt of a Swingline Suspension Notice; and (ii) after a Swingline Suspension Notice is received by Swingline Lender, the Lenders may continue to make Revolving Lenders pursuant Loans, subject to this paragraph), Section 8.2 and the Administrative Agent shall promptly remit to other provisions of this Agreement governing Revolving Loans. In the applicable Issuing Bank event that an Event of Default occurs and either (1) such Event of Default is of the amounts type described in subsection 8.1 (G) or (H) hereof or (2) no further Revolving Advances are being made under this Agreement, so received by it from long as any such Event of Default is continuing, then, each of the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than Swingline Lender) will be deemed to have irrevocably, unconditionally and immediately purchased a participation in the funding Swingline Loan from Swingline Lender in an amount equal to such Lender’s Pro Rata Share of ABR Revolving Loans the Commitment multiplied by the total amount of the Swingline Loan outstanding. Each Lender will effect such purchase by making available the amount of such Lender’s participation in the Swingline Loan in U.S. Dollars in immediately available funds to Agent’s Account for the benefit of Swingline Lender. In the event any Lender fails to make available to Swingline Lender when due the amount of such Lender’s participation in the Swingline Loan, Swingline Lender will be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate. Each such purchase by a Lender will be made without recourse to Swingline Lender, without representation or warranty of any kind, and will be effected and evidenced pursuant to documents reasonably acceptable to Swingline Loans as contemplated aboveLender. The obligations of the Lenders under this subsection 2.1(B) shall will be absolute, irrevocable and unconditional, will be made under all circumstances and will not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementbe affected, reduced or impaired for any reason whatsoever.

Swingline Loan. If the Borrower fails Agent shall elect, in its discretion, to make such payment when duehave the terms of this Section 2.3(h) apply to a requested Borrowing of Revolving Credit Loans (as described in Section 2.3(f)(ii)), the Administrative Agent Swingline Lender shall notify each make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender under this Section 2.3(h) being referred to as an “Swingline Loan”) available to the Borrowers in same day funds by wire transferring such amount to the Operating Account by 4:00 p.m. (New York time) on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that all payments thereon shall be payable to the Swingline Lender solely for its own account (and for the account of the holder of any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans and undrawn amount of unexpired Letters of Credit to exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed Twenty Million Dollars ($20,000,000). The Swingline Loans shall be repayable on demand, shall be secured by the Collateral, shall constitute Revolving Credit Loans and Obligations hereunder and shall bear interest at the rate in effect from time to time applicable LC Disbursementto the Revolving Credit Loans comprised of Base Rate Advances, including any increase in such rate that is applicable under Section 4.2. The Swingline Loans made by the payment then due from Swingline Lender may, at the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt request of such noticeLender, each Revolving Lender shall pay be evidenced by a single promissory note payable to the Administrative Agent its Applicable Percentage order of the payment then due from the Borrowersuch Lender, in the same manner form of Exhibit A-2 (as provided in Section 2.06 with respect amended, restated, supplemented or otherwise modified from time to Loans made time, a “Swingline Note”), as executed by such Lender (the Borrowers and Section 2.06 shall apply, mutatis mutandis, delivered to the payment obligations Swingline Lender, in a stated amount equal to the maximum amount of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementspecified in this subsection.

Swingline Loan. If the Borrower fails Agent shall elect, in its discretion, to make such payment when duehave the terms of this Section 2.03(h) apply to a requested Borrowing of Revolving Credit Loans (as described in Section 2.03(f)(ii)), the Administrative Agent Swingline Lender shall notify each Revolving make a Loan in the amount of such requested Borrowing (any such Loan made solely by the Swingline Lender of the applicable LC Disbursement, the payment then due from under this Section 2.03(h) being referred to as an “Swingline Loan”) available to the Borrower in respect thereof and same day funds by wire transferring such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay amount to the Administrative Agent Operating Account on the requested Borrowing Date. Each Swingline Loan shall be subject to all the terms and conditions applicable hereunder to the other Revolving Credit Loans except that all payments thereon shall be payable to the Swingline Lender solely for its Applicable Percentage own account (and for the account of the payment then due from the Borrower, in the same manner as provided in Section 2.06 holder of any participation interest with respect to such Loan). The Swingline Lender shall not make any Swingline Loan if (i) the requested Borrowing would cause the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans made and undrawn amount of unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date or (ii) the requested Borrowing would cause the aggregate outstanding amount of Swingline Loans to exceed Seventy Five Million Dollars ($75,000,000). The Swingline Loans shall be repayable on demand, shall be secured by such Lender (the Collateral, shall constitute Revolving Credit Loans and Section 2.06 Obligations hereunder and shall apply, mutatis mutandis, bear interest at the rate in effect from time to time applicable to the payment obligations Revolving Credit Loans comprised of the Revolving Lenders pursuant to this paragraph)Base Rate Advances, and the Administrative Agent shall promptly remit to the including any increase in such rate that is applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementunder Section 4.

Swingline Loan. If Agent may convert any request by U.S. -------------- Borrower for a Revolving Advance into a request for an Advance under the Borrower fails Swingline Loan. The Swingline Loan shall be a Base Rate Loan and shall not exceed in the aggregate at any time outstanding the Maximum Swingline Loan Amount. In the event that on any Business Day, Swingline Lender desires that all or any portion of the Swingline Loan should be reduced in whole or in part, Swingline Lender shall promptly notify Agent to that effect and indicate the portion of the Swingline Loan to be reduced. Swingline Lender hereby agrees that it shall notify Agent to reduce the Swingline Loan to $1,000,000 or less at least once every month. Agent agrees to promptly transmit to Lenders the information contained in each notice received by Agent from Swingline Lender and shall concurrently notify Lenders of each Lender's Pro Rata Share of the obligation to make such payment when due, a Revolving Advance to repay the Administrative Agent shall notify each Revolving Lender Swingline Loan (or portion thereof). Each of the applicable LC DisbursementLenders hereby unconditionally and irrevocably agrees to fund to Agent for the benefit of Swingline Lender, in lawful money of the payment then due from United States and in same day funds, not later than 1:00 p.m. Chicago time on the Borrower in respect thereof and Business Day immediately following the Business Day of such Revolving Lender’s Applicable Percentage thereof. Promptly following 's receipt of such notice, each Revolving notice from Agent (provided that if any Lender shall pay receive such notice at or prior to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower-------- 11:00 a.m. Chicago time on a Business Day, in the same manner as provided in Section 2.06 with respect to Loans such funding shall be made by such Lender on such Business Day), such Lender's Pro Rata Share of a Revolving Advance (which Revolving Advance shall be a Base Rate Loan and shall be deemed to be requested by U.S. Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to Swingline Lender under this subsection 2.1(D) ----------------- (regardless of whether the conditions precedent thereto set forth in Section 2.06 shall apply3 --------- and the Conditions Rider are then satisfied and whether or not U.S. Borrower ---------------- has provided a Notice of U.S. Borrowing under subsection 2.1(E)(2) and whether ---------- --------- or not any Default or Event of Default exists or all or any of the Loans have been accelerated, mutatis mutandis, but subject to the payment obligations other provisions of this subsection 2.1(D). ----------------- The proceeds of any such Revolving Advance shall be immediately paid over to Agent for the benefit of Swingline Lender for application to the Swingline Loan. In the event that an Event of Default shall occur and either (i) such Event of Default is of the type described in subsection 8.1(F) or (G) hereof or (ii) no ----------------- --- further Revolving Lenders pursuant to Advances are being made under this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing BankAgreement, then to so long as any such Revolving Event of Default is continuing, each of the Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated aboveLender) shall not constitute be deemed to have irrevocably, unconditionally and immediately purchased from Swingline Lender such Lender's Pro Rata Share of the Swingline Loan outstanding as of the date of the occurrence of such Event of Default. Each Lender shall effect such purchase by making available an amount equal to its participation on the date of such purchase in Dollars in immediately available funds to Agent's Account for the benefit of Swingline Lender. In the event any Lender fails to make available to Swingline Lender when due the amount of such Lender's participation in the Swingline Loan, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate. Each such purchase by a Loan Lender shall be made without recourse to Swingline Lender, without representation or warranty of any kind, and shall be effected and evidenced pursuant to documents reasonably acceptable to Swingline Lender. The obligations of Lenders under this subsection 2.1(D) shall be absolute, ----------------- irrevocable and unconditional, shall be made under all circumstances and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementbe affected, reduced or impaired for any reason whatsoever.

Swingline Loan. (i) On the terms and subject to the conditions set forth in Section 4.02, the Swingline Lender agrees to make advances to Borrower from time to time, on any Business Day from and including the Closing Date until the Maturity Date (each such advance, a “Swingline Loan”) requested by Borrower hereunder; provided that the Outstanding Amount of Swingline Loans shall at no time exceed the Swingline Loan Limit. If at any time the Outstanding Amount of Swingline Loans exceeds the Swingline Loan Limit, then, on the next succeeding Business Day, the Borrower fails shall repay Swingline Loans in an aggregate amount equal to make such payment when dueexcess. Each Swingline Loan shall be a Base Rate Loan, and shall be advanced by the Administrative Agent shall notify each Revolving Swingline Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as Revolving Credit Loans are advanced hereunder, in accordance with the provisions of Section 2.01(b); provided in Section 2.06 that the Borrower may deliver the Committed Loan Notice with respect to any Swingline Loan to the Administrative Agent and the Swingline Lender not later than 11:00 a.m. (New York City time) on the requested borrowing date (which shall be a Business Day). The Swingline Lender shall give the Administrative Agent prompt notice of each Swingline Loan advanced by the Swingline Lender. In the event that on any Business Day the Swingline Lender desires that all or any portion of the outstanding Swingline Loans should be reduced, in whole or in part, the Swingline Lender shall notify the Administrative Agent to that effect and indicate the portion of the Swingline Loan to be so reduced. The Administrative Agent agrees to transmit to the Revolving Credit Lenders the information contained in each notice received by the Administrative Agent from the Swingline Lender regarding the reduction of outstanding Swingline Loans and shall concurrently notify such Lenders of the amount of each such Lender’s Revolving Credit Loan necessary to repay outstanding Swingline Loans (or the applicable portion thereof). (ii) Each of the Revolving Credit Lenders hereby unconditionally and irrevocably agrees to fund to the Administrative Agent’s Account, for the benefit of the Swingline Lender, not later than noon (New York City time) on the second Business Day immediately following the Business Day of such Lender’s receipt of such notice from the Administrative Agent, such Lender’s Applicable Revolving Credit Percentage of a Revolving Credit Loan (which Revolving Credit Loan shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount of such portion of the Swingline Loan which is required to be paid to the Swingline Lender under this Section 2.01(c) (regardless of whether the conditions precedent thereto set forth in Section 4.02 are then satisfied, including without limitation, the existence of any Default or Event of Default either before or after giving effect to the making of such Swingline Loan, but subject to the other provisions of this Section 2.01(c) (other than any Default or Event of Default of which the Swingline Lender has actual knowledge which has not been waived under Section 10.01)). The proceeds of any such Revolving Credit Loans shall be immediately paid over to the Administrative Agent for the benefit of the Swingline Lender for application against then outstanding Swingline Loans. For purposes of this clause (ii), the Swingline Lender shall be conclusively entitled to assume that, at the time of the advance of any Swingline Loan, each Revolving Credit Lender will fund its pro rata share of the Revolving Credit Loans provided for in this clause (ii). (iii) In the event that, at any time any Swingline Loans are outstanding, an Event of Default has occurred and is continuing, then, each of the Revolving Credit Lenders shall be deemed to have irrevocably and immediately purchased and received from Swingline Lender, without recourse or warranty, an undivided interest and participation in the Swingline Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of the Swingline Loans. Any purchase obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the event that on any Business Day the Swingline Lender desires to effect settlement of any such purchase, Swingline Lender shall promptly notify Administrative Agent to that effect and indicate the payment amounts required by each Lender to effect such settlement. The Administrative Agent agrees to transmit to the Revolving Credit Lenders the information contained in each notice received by the Administrative Agent from the Swingline Lender and shall concurrently notify such Lenders of each such Lender’s Applicable Revolving Credit Percentage of the required payment settlement amount. Each such Lender shall effect such settlement upon receipt of any such notice by transferring to the Administrative Agent’s Account not later than noon (New York City time) on the Business Day immediately following the Business Day of receipt of such notice (provided that, if any such Lender shall receive such notice at or prior to 10:00 a.m. (New York City time) on a Business Day, such funding shall be made by such Lender on such Business Day), an amount equal to such Lender’s Applicable Revolving Credit Percentage in the Swingline Loan. (iv) In the event any Revolving Credit Lender fails to make available to Swingline Lender when due the amount of such Lender’s Applicable Revolving Credit Percentage in the Swingline Loans, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate, for the first three (3) days following the due date, and thereafter at the Base Rate plus the Applicable Rate in respect of Base Rate Loans. Any Lender’s failure to make any payment requested under this Section 2.06 2.01(c) shall applynot relieve any other Lender of its obligations hereunder, mutatis mutandis, but no Lender shall be responsible for the failure of any other Lender to the make available to Swingline Lender such other Lender’s required payment hereunder. The obligations of the Revolving Lenders pursuant under this Section 2.01(c) shall be deemed to this paragraph)be binding upon Administrative Agent, Swingline Lender and Lenders notwithstanding the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent occurrence of any payment from the Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse or any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementParty.