Cash Collateral. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that # any such required Cash Collateral shall be made in dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited # in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or # in dollars in an amount equal to 105% of the Dollar Equivalent of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements (with the Dollar Equivalent amount subject to redetermination in accordance with [Section 1.05(a)]) and # the obligation to deposit such Cash Collateral shall become effective immediately, and such Cash Collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in [[Section 7.01(h), (i) or (j)])])]])])]. Such Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account Party under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower and any Applicable Account Party for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

Cash Collateral. If the reallocation described in [clause (iv) above] cannot, or can only partially, be effected, the ​ shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in [Section 2.20].

Each Domestic Swing Line Lender at any time in its sole discretion may request, on behalf of ​ (which hereby irrevocably authorizes each Domestic Swing Line Lender to so request on its behalf), that each Domestic Lender make a Domestic Revolving Loan that is a Domestic Base Rate Loan in an amount equal to such Domestic Lender’s Applicable Percentage of the amount of such Domestic Swing Line Lender’s Domestic Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Domestic Loan Notice for purposes hereof) and in accordance with the requirements of [Section 2.02], without regard to the minimum and multiples specified therein for the principal amount of Domestic Revolving Loans that are Domestic Base Rate Loans, but subject to the unutilized portion of the Aggregate Domestic Commitments and the conditions set forth in [Section 4.02]. The applicable Domestic Swing Line Lender shall furnish ​ with a copy of the applicable Domestic Loan Notice promptly after delivering such notice to the Administrative Agent. Each Domestic Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Domestic Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the applicable Domestic Swing Line Lender at the Head Office for the Administrative Agent for Dollar-denominated payments not later than ​ on the day specified in such Domestic Loan Notice, whereupon, subject to [Section 2.04(c)(i)(B)], each Domestic Lender that so makes funds available shall be deemed to have made a Domestic Revolving Loan that is a Domestic Base Rate Loan to ​ in such amount. The Administrative Agent shall remit the funds so received to the applicable Domestic Swing Line Lender.

The Canadian Swing Line Lender at any time in its sole discretion may request, no later than ​ (Toronto time), on any Business Day, on behalf of the applicable Canadian Borrower(s) (and the Canadian Borrowers hereby irrevocably authorize the Canadian Swing Line Lender to so request on its behalf), that each Canadian Lender make # with respect to Canadian Swing Line Loans denominated in Dollars, a Canadian Revolving Loan that is a Canadian Base Rate Loan in an amount equal to such Canadian Lender’s Applicable Percentage of the amount of the Canadian Swing Line Lender’s Canadian Swing Line Loans denominated in Dollars then outstanding and # with respect to Canadian Swing Line Loans denominated in Canadian Dollars, a Canadian Revolving Loan that is a Canadian Prime Rate Loan in an amount equal to such Canadian Lender’s Applicable Percentage of the amount of the Canadian Swing Line Lender’s Canadian Swing Line Loans denominated in Canadian Dollars then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Canadian Loan Notice for purposes hereof) and in accordance with the requirements of [Section 2.02], without regard to the minimum and multiples specified therein for the principal amount of Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, but subject to the unutilized portion of the Aggregate Canadian Commitments and the conditions set forth in [Section 4.02]. The Canadian Swing Line Lender shall furnish the applicable Canadian Borrower(s) with a copy of the applicable Canadian Loan Notice promptly after delivering such notice to the Canadian Agent. Each Canadian Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Canadian Loan Notice available to the Canadian Agent in Same Day Funds (and the Canadian Agent may apply Cash Collateral available with respect to the applicable Canadian Swing Line Loan) for the account of the Canadian Swing Line Lender at the Head Office for the Canadian Agent for Dollar-denominated payments or Canadian Dollar-denominated payments, as applicable, not later than ​ (Toronto time), on the Business Day such Canadian Loan Notice is received (if such Canadian Loan Notice was received by ​ (Toronto time) on such Business Day) or ​ (Toronto time), on the immediately succeeding Business Day (if such Canadian Loan Notice was received after ​ (Toronto time)), as applicable, whereupon, subject to [Section 2.04(c)(ii)(B)], each Canadian Lender that so makes funds available shall be deemed to have made a Canadian Revolving Loan that is a Canadian Base Rate Loan or a Canadian Prime Rate Loan, as applicable, to the applicable Canadian Borrower(s) in such amount. The Canadian Agent shall remit the funds so received to the Canadian Swing Line Lender.

Borrowing Mechanics for Swing Line Loans. Each Swing Line Loan Borrowing shall be made upon the ​’s irrevocable notice to the Swing Line ​ and the Administrative ​. Each such notice may be given by: # telephone, or # a Swing Line Loan Request; provided that any telephonic notice by the ​ must be confirmed immediately by delivery to the Swing Line ​ and the Administrative ​ of a Swing Line Loan Request. Each such Swing Line Loan Request must be received by the Swing Line ​ and the Administrative ​ not later than ​ (New York City time) on the date of the requested Swing Line Loan Borrowing, and such notice shall specify # the ​ to be credited (or, if none is specified, the notice shall be deemed to be made on behalf of the ​), # the amount to be borrowed, which shall be in a minimum of ​ or a whole multiple of ​ in excess thereof, and # the date of such Swing Line Loan Borrowing (which shall be a Business Day). Promptly after receipt by the Swing Line ​ of such notice, the Swing Line ​ will confirm with the Administrative ​ that the Administrative ​ has also received such notice and, if not, the Swing Line ​ will notify the Administrative ​ of the contents thereof. Unless the Swing Line ​ has received notice from the Administrative ​ (including at the request of the Required Revolving Lenders) prior to ​ (New York City time) on such requested borrowing date # directing the Swing Line ​ not to make such Swing Line Loan as a result of the limitations set forth in the first sentence of [Section 2.03(a) or (B)])] that one or more of the applicable conditions set forth in [Section 4.02] is not then satisfied, then, subject to the terms and conditions set forth herein, the Swing Line ​ shall make each Swing Line Loan available to the ​, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) the Swing Line ​, not later than ​ (New York City time) on the requested date of such Swing Line Loan (which instructions may include standing payment instructions, which may be updated from time to time by the ​, provided that, unless the Swing Line ​ shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swing Line ​).

The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this [Section 2.2], may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that # after giving effect to any Swing Line Loan, # the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and # the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, # Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and # Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this [Section 2.2], prepay under [Section 2.8(b)], and reborrow under this [Section 2.2]. Each Swing Line Loan shall bear interest as a Base Rate Portion. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

Replacement of the Swing Line Lender. The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swing Line Lender and the successor Swing Line Lender. The Administrative Agent shall notify the ​ of any such replacement of a Swing Line Lender. From and after the effective date of any such replacement, # the successor Swing Line Lender shall have all the rights and obligations of the replaced Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and # references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line ​, as the context shall require. After the replacement of a Swing Line Lender hereunder, the replaced Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made by it prior to its replacement, but shall not be required to make additional Swing Line Loans.

“Swing Line Note” means a promissory note made by the Borrower in favor of the Swing Line Lender evidencing Swing Line Loans made by the Swing Line Lender, substantially in the form of [Exhibit E].

“Domestic Swing Line Lender” means ​ in its capacity as provider of Domestic Swing Line Loans, or any successor domestic swing line lender hereunder.

Revolving Loan Repayments. The ​ shall from time to time prepay first, the Swing Line Loans and second, the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect; provided that, to the extent such excess amount is greater than the aggregate principal dollar amount of Swing Line Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative ​ and held in the Cash Collateral Account as cover for Letter of Credit Usage, as more particularly described in [Section 2.04(l)], and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Usage by an equivalent amount.