Common use of Canadian Subfacility Clause in Contracts

Canadian Subfacility. Subject to the terms and conditions set forth herein, the Canadian Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Canadian Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Canadian Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Canadian Lender may in its sole discretion, make loans (each such loan, a “Canadian Loan”) to the Canadian Borrower in Canadian Dollars or Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Sublimit, notwithstanding the fact that such Canadian Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, Swing Line Loans, U.K. Swing Line Loans and L/C Obligations of the Lender acting as Canadian Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Canadian Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Canadian Loans may be Base Rate Loans, Eurocurrency Rate Loans or BA Rate Loans, as further provided herein.

Canadian Subfacility. Subject At the request of Borrower, with the approval of Agent, Borrower may establish a subfacility for loans to be made in Canadian Dollars to a Subsidiary of Borrower with operations in Canada approved by Agent in its discretion (a “Canadian Borrower”), such subfacility to be in such amounts as agreed by Agent and Borrower but shall in no event exceed US$10,000,000. Promptly following such request, Borrower and Agent shall negotiate the terms of such subfacility, it being understood that (i) the applicable margin with respect to interest rates to be payable shall be the equivalent to those payable under this Agreement; provided that such interest rates shall be based on Canadian base rate or bankers acceptances on customary terms, (ii) the definition of “borrowing base” under such subfacility shall be based solely upon the Canadian assets of the Borrower and its Subsidiaries, (iii) the lenders under such subfacility shall be Lenders hereunder or Affiliates thereof; provided that (A) no Lender shall be required to be a lender under such subfacility without its consent and (B) any Lender that provides a commitment under such subfacility shall have its Revolving Loan Commitment reduced by an equivalent amount, (iv) the Canadian subfacility shall have a Canadian agent, (v) the obligations under such subfacility shall be guaranteed by the Credit Parties; provided that such guaranty shall be subordinated to the terms US Obligations and conditions set forth hereinUK Obligations, (vi) each Credit Party shall grant to Agent for the benefit of Lenders Liens on substantially all of its property to secure its own Obligations and the Canadian Lenderobligations, in reliance upon (vii) the agreements Canadian subsidiaries of the Borrower shall guaranty the UK Obligations and the obligations of any other Lenders foreign Subsidiaries of the Borrower but not the US Obligations, and (viii) the Canadian subfacility shall have procedures for making and repayment of such Loans shall be substantially similar to those set forth in this Section 2.05, shall, unless 1 (iincluding the absence of withholding or other taxes) any Lender at such time is a Defaulting Lender hereunder and (ii) the Canadian Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Canadian Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Canadian Lender may in its sole discretion, make loans (each such loan, a “Canadian Loan”) to the Canadian Borrower in Canadian Dollars or Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Sublimit, notwithstanding the fact that such Canadian US Revolving Credit Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of such changes as Agent and Borrower shall agree. Borrower shall be irrevocably authorized to make all requests and issue all instructions with respect to Revolving Loans, Swing Line Loans, U.K. Swing Line Credit Loans and L/C Obligations of the Lender acting as Canadian Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to for any Canadian LoanBorrower. The Lenders, (i) Agent and the Total Revolving Outstandings Borrower shall not exceed promptly upon request enter into such amendments or amendments and restatements to this Agreement to reflect the Aggregate Revolving Commitments, terms of this subfacility as agreed by Agent and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Canadian Loans may be Base Rate Loans, Eurocurrency Rate Loans or BA Rate Loans, as further provided hereinBorrower.

Canadian Subfacility. Subject to the terms and conditions set forth herein, the Canadian LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Canadian Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Canadian Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Canadian Lender may in its sole discretion, make loans (each such loan, a “Canadian Loan”) to the Canadian Borrower in Canadian Dollars or Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Sublimit, notwithstanding the fact that such Canadian Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, Swing Line Loans, U.K. Swing Line Loans and L/C Obligations of the Lender acting as Canadian Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Canadian Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Canadian Loans may be Base Rate Loans, Eurocurrency Rate Loans or BA Rate Loans, as further provided herein.