Common use of Canadian Swing Line Loans Clause in Contracts

Canadian Swing Line Loans. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender, in reliance upon the agreements of the other Canadian Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “Canadian Swing Line Loan”) to any Canadian Borrower in Dollars or Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit; provided, that, (A) after giving effect to any Canadian Swing Line Loan, (1) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and (3) the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitment, (B) no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this Section 2.04 and in Article IV, to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Swing Line Loans under this Section 2.04(a)(ii), prepay Canadian Swing Line Loans pursuant to Section 2.05, and reborrow Canadian Swing Line Loans under this Section 2.04(a)(ii). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Lender’s Applicable Percentage times the amount of such Canadian Swing Line Loan.

Canadian Swing Line Loans. Subject (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such Canadian Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, each Canadian Swing Line Lender agrees, on the terms and conditions set forth hereinout in this Agreement, to make Canadian Swing Line Loans in Dollars or Canadian Dollars to the Parent or any Canadian Borrower from time to time in an aggregate principal Dollar Amount not to exceed, for all such Borrowers, the Canadian Swing Line Commitment, provided that (i) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment, and (ii) at no time shall such Canadian Swing Line Lender's Outstanding Credit Exposure exceed the Dollar Amount of such Canadian Swing Line Lender's Commitment at such time. Canadian Swing Line Loans may bear interest at either the Offered Rate or, in the case of Loans denominated in Canadian Dollars, the Canadian Prime Rate. Subject to the terms of this Agreement, the Parent and the Canadian Borrowers may borrow, repay and reborrow Canadian Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The Parent or the applicable Canadian Borrower shall deliver to the Canadian Administrative Agent and the Canadian Swing Line Lenders irrevocable written notice (a "Canadian Swing Line Borrowing Notice") not later than 11:00 a.m. (Toronto time) on the Borrowing Date of each Canadian Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested Canadian Swing Line Loan which shall be an amount not less than $100,000, (iii) whether such Canadian Swing Line Loan shall be denominated in Dollars or Canadian Dollars, (iv) whether such Canadian Swing Line Loan shall bear interest at the Canadian Prime Rate or at the rate offered by the Canadian Swing Line Lender, upon request by the applicable Borrower, for Canadian Swing Line Loans for the applicable Interest Period, (v) in reliance upon the agreements case of a Canadian Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor, and (vi) the applicable Canadian Borrower. (c) Promptly after receipt of a Canadian Swing Line Borrowing Notice, the Canadian Administrative Agent shall notify each Canadian Swing Line Lender by fax, or other similar form of transmission, of the other Canadian Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “requested Canadian Swing Line Loan”. Not later than 2:00 p.m. (Toronto time) to any on the applicable Borrowing Date, each Canadian Borrower in Dollars or Swing Line Lender shall make available its Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount Swing Line Share of the Canadian Swing Line Sublimit; provided, that, (A) after giving effect to any Canadian Swing Line Loan, (1) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and (3) the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitment, (B) no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft funds immediately available in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this Section 2.04 and in Article IVToronto, to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Swing Line Loans under this Section 2.04(a)(ii), prepay Canadian Swing Line Loans Administrative Agent at its address specified pursuant to Section 2.05, and reborrow Article XIII. The Canadian Swing Line Loans under this Section 2.04(a)(ii). Immediately upon Administrative Agent will promptly make the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase funds so received from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal Lenders available to the product of such Parent or the applicable Canadian Lender’s Applicable Percentage times Borrower on the amount of such Borrowing Date at the Canadian Swing Line LoanAdministrative Agent's aforesaid address.

Canadian Swing Line Loans. Subject to (a) Upon the terms and satisfaction of the conditions precedent set forth hereinin Section 4.2 and, the if such Canadian Swing Line Lender, in reliance upon Loan is to be made on the agreements date of the other Canadian Lenders initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Section 2.04Agreement and prior to the Facility Termination Date, agrees to make loans (each such loan, a “Canadian Swing Line Loan”) to any Canadian Borrower in Dollars or Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit; provided, that, (A) after giving effect to any Canadian Swing Line Loan, (1) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and (3) the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitmentagrees, (B) no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to on the terms and conditions set forth in this Section 2.04 and in Article IVAgreement, to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow make Canadian Swing Line Loans under this Section 2.04(a)(ii), prepay in Dollars or Canadian Dollars to the Parent or any Canadian Borrower from time to time in an aggregate principal Dollar Amount not to exceed the Canadian Swing Line Loans pursuant Election, provided that (a) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment, and (b) at no time shall such Canadian Swing Line Lender’s Outstanding Credit Exposure exceed the Dollar Amount of such Canadian Swing Line Lender’s Commitment at such time. Subject to Section 2.05the terms of this Agreement, the Parent or the applicable Canadian Borrower may borrow, repay and reborrow Canadian Swing Line Loans under this Section 2.04(a)(iiat any time prior to the Facility Termination Date. (b) The Parent or the applicable Canadian Borrower shall deliver to the Agent and the Canadian Swing Line Lenders irrevocable notice (a “Canadian Swing Line Borrowing Notice”) not later than noon (Chicago time) on the Borrowing Date of each Canadian Swing Line Loan denominated in Dollars and four Business Days before the Borrowing Date for each Canadian Swing Line Loan denominated in Canadian Dollars, specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (b) the aggregate amount of the requested Canadian Swing Line Loan which shall be an amount not less than $100,000 (c) whether such Canadian Swing Line Loan shall be denominated in Dollars or Canadian Dollars, (d) the Interest Period applicable thereto, and (e) the applicable Canadian Borrower. Immediately upon The Canadian Swing Line Loans shall bear interest at the making Eurocurrency Rate. (c) Promptly after receipt of a Canadian Swing Line Borrowing Notice, the Agent shall notify each Canadian Swing Line Lender by fax, or other similar form of transmission, of the requested Canadian Swing Line Loan. Not later than 2:00 p.m. (Chicago time) on the applicable Borrowing Date, each Canadian Swing Line Lender shall be deemed tomake available its Canadian Swing Line Share of the Canadian Swing Line Loan, and hereby irrevocably and unconditionally agrees toin funds immediately available in Chicago, purchase to the Agent at its address specified pursuant to Article XIII. The Agent will promptly make the funds so received from the Canadian Swing Line Lenders available to the Parent or the applicable Canadian Borrower on the Borrowing Date at the Agent’s aforesaid address. Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that no Canadian Swing Line Lender a risk participation in such shall have an obligation whatsoever to make any Canadian Swing Line Loan, the making of any Canadian Swing Line Loan to be in an amount equal to the product sole discretion of such Canadian Lender’s Applicable Percentage times the amount of such each Canadian Swing Line LoanLender determined at the time of any request for any Canadian Swing Line Loan by the Parent or any Canadian Borrower. Without limiting the foregoing sentence, each Canadian Swing Line Lender agrees to give the Parent, each Canadian Borrower and the Agent written notice of its decision to no longer make Canadian Swing Line Loans.

Canadian Swing Line Loans. Subject (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such Canadian Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to the Facility Termination Date, each Canadian Swing Line Lender agrees, on the terms and conditions set forth hereinout in this Agreement, the to make Canadian Swing Line Lender, in reliance upon the agreements of the other Canadian Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “Canadian Swing Line Loan”) to any Canadian Borrower Loans in Dollars or Canadian Dollars to the Parent or any Canadian Borrower from time to time on any Business Day during the Canadian Availability Period in an aggregate amount principal Dollar Amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit; provided, that, (A) after giving effect to any Canadian Swing Line Loan, (1) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and (3) the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Election, provided that (a) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment, and (b) at no time shall such Canadian Swing Line Commitment, (B) no Canadian Borrower shall not use Lender’s Outstanding Credit Exposure exceed the proceeds Dollar Amount of any such Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by Lender’s Commitment at such Credit Extension will have, Fronting Exposuretime. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject Subject to the terms and conditions set forth in of this Section 2.04 and in Article IVAgreement, to the extent applicable) in Parent or the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each applicable Canadian Borrower may borrow Canadian Swing Line Loans under this Section 2.04(a)(ii)borrow, prepay Canadian Swing Line Loans pursuant to Section 2.05, repay and reborrow Canadian Swing Line Loans under this Section 2.04(a)(ii). Immediately upon at any time prior to the making of a Facility Termination Date. (b) The Parent or the applicable Canadian Swing Line Loan, each Canadian Lender Borrower shall be deemed to, deliver to the Agent and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender Lenders irrevocable notice (a risk participation “Canadian Swing Line Borrowing Notice”) not later than noon (Central Time) on the Borrowing Date of each Canadian Swing Line Loan denominated in Dollars and four Business Days before the Borrowing Date for each Canadian Swing Line Loan denominated in Canadian Dollars, specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (b) the aggregate amount of the requested Canadian Swing Line Loan which shall be an amount not less than $100,000, (c) whether such Canadian Swing Line Loan shall be denominated in an amount equal to Dollars or Canadian Dollars, (d) the product of such Interest Period applicable thereto, and (e) the applicable Canadian Lender’s Applicable Percentage times the amount of such Borrower. The Canadian Swing Line LoanLoans shall bear interest at the Eurocurrency Rate.

Canadian Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the terms Canadian Swing Line Lender on or before 1:00 p.m. (local time) on the Business Day the proposed Canadian Swing Line Loan is to be made, the Canadian Borrower may from time to time irrevocably request that Canadian Swing Line Loans be made by the Canadian Swing Line Lender in an aggregate minimum principal amount of Cdn $100,000 and conditions set forth hereinan integral multiple of Cdn $100,000 or, if requested by the Canadian Borrower and consented to by the Canadian Swing Line Lender, be made in reliance upon the agreements U.S. Dollars, in an aggregate minimum principal amount of the other Canadian Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “$100,000 and an integral multiple of $100,000. All Canadian Swing Line Loan”Loans shall be made as Canadian Prime Rate Loans and shall not be entitled to be converted into Canadian BAs. The proceeds of each Canadian Swing Line Loan shall be made available by the Canadian Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in this Section, to the Canadian Borrower by wire transfer to the account the Canadian Borrower shall have specified in its notice therefor. (b) to If (i) any Canadian Borrower in Dollars Swing Line Loan shall be outstanding for more than four Business Days; (ii) any Canadian Swing Line Loan is or Canadian Dollars from time to time will be outstanding on any Business Day during a date when the Canadian Availability Period in an aggregate amount not to exceed Borrower requests that a Canadian Revolving Loan be made; or (iii) any Default shall occur and be continuing, each Canadian RL Lender (other than the Canadian Swing Line Lender) irrevocably agrees that it will, at any time outstanding the amount request of the Canadian Swing Line Sublimit; providedLender, thatmake a Canadian Revolving Loan (which shall initially be funded as a Canadian BAs) in an amount equal to such Canadian RL Lender's Canadian Percentage of the aggregate principal amount (or, (A) after giving effect to any in the case of Canadian Swing Line LoanLoans made in U.S. Dollars, (1the Cdn $ Equivalent) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed all such Canadian Lender’s Canadian Commitment, and Swing Line Loans then outstanding (3) the Dollar Equivalent of the aggregate amount of the such outstanding Canadian Swing Line Loans issued hereinafter referred to as the "REFUNDED CANADIAN SWING LINE LOANS"). On or before 11:00 a.m. (local time) on the first Business Day following receipt by each Canadian RL Lender of a request to make Canadian Revolving Loans as provided in the preceding sentence, each such Canadian RL Lender shall deposit in an account specified by the Canadian Swing Line Lender the amount so requested in same day funds and such funds shall not exceed be applied by the Canadian Swing Line Lender’s Lender to repay the Refunded Canadian Swing Line CommitmentLoans. At the time the aforementioned Canadian RL Lenders make the above referenced Canadian Revolving Loans, (B) no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation deemed to make any have made, in consideration of the making of the Refunded Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it hasLoans, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this Section 2.04 and in Article IV, to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Swing Line Revolving Loans under this Section 2.04(a)(ii), prepay Canadian Swing Line Loans pursuant to Section 2.05, and reborrow Canadian Swing Line Loans under this Section 2.04(a)(ii). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product Canadian Swing Line Lender's Canadian Percentage of the aggregate principal amount of the Refunded Canadian Swing Line Loans. Upon the making (or deemed making, in the case of the Canadian Swing Line Lender) of any Canadian Revolving Loans pursuant to this CLAUSE (b), the amount so funded shall become outstanding under such Canadian RL Lender’s Applicable Percentage times 's Canadian Revolving Note and shall no longer be owed under the amount Canadian Swing Line Note. All interest payable with respect to any Canadian Revolving Loans made (or deemed made, in the case of the Canadian Swing Line Lender) pursuant to this CLAUSE (b) shall be appropriately adjusted to reflect the period of time during which the Canadian Swing Line Lender had outstanding Canadian Swing Line Loans in respect of which such Canadian Revolving Loans were made. Each Canadian RL Lender's obligation to make the Canadian Revolving Loans referred to in this CLAUSE (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Canadian RL Lender may have against the Canadian Swing Line Lender, the Canadian Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Canadian Borrower; (iv) the acceleration or maturity of any Canadian Loans or the termination of any Canadian Commitment after the making of any Canadian Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Canadian Borrower or any Canadian RL Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Canadian Swing Line Loans. (a) The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender, in reliance upon the agreements of the other Canadian Lenders set forth in this Section 2.04, Lender agrees to make loans (each such loan, a “Canadian Swing Line Loan”) to any each Canadian Borrower in Dollars or Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Canadian Committed Borrowings and Canadian L/C Obligations of the Canadian Lender acting as Canadian Swing Line Lender, may exceed the amount of such Canadian Lender’s Canadian Commitment; provided, thathowever, (A) that after giving effect to any Canadian Swing Line Loan, (1i) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, Commitments and (2ii) the aggregate Outstanding Amount of the Canadian Revolving Credit Exposure Committed Loans of any Canadian Lender Lender, plus such Canadian Lender’s Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations, plus such Canadian Lender’s Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans shall not exceed such Canadian Lender’s Canadian Commitment; and provided, and (3) further, that the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitment, (B) no applicable Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this Section 2.04 and in Article IV, to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each the applicable Canadian Borrower may borrow under this Section 3.05, prepay under Section 3.06, and reborrow under this Section 3.05. Each Canadian Swing Line Loans under this Section 2.04(a)(ii), prepay Loan shall be a Canadian Swing Line Loans pursuant to Section 2.05, and reborrow Canadian Swing Line Loans under this Section 2.04(a)(ii)Prime Rate Loan. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Lender’s Applicable Percentage Pro Rata Share times the amount of such Canadian Swing Line Loan.

Canadian Swing Line Loans. Subject (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such Canadian Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, each Canadian Swing Line Lender agrees, on the terms and conditions set forth hereinout in this Agreement, to make Canadian Swing Line Loans in Dollars or Canadian Dollars to the Parent or any Canadian Borrower from time to time in an aggregate principal Dollar Amount not to exceed, for all such Borrowers, the Canadian Swing Line Commitment, provided that (i) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment, and (ii) at no time shall such Canadian Swing Line Lender’s Outstanding Credit Exposure exceed the Dollar Amount of such Canadian Swing Line Lender’s Commitment at such time. Canadian Swing Line Loans may bear interest at either the Offered Rate or, in reliance upon the agreements case of Loans denominated in Canadian Dollars, the other Canadian Prime Rate. Subject to the terms of this Agreement, the Parent and the Canadian Borrowers may borrow, repay and reborrow Canadian Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The Parent or the Canadian Borrower requesting any Canadian Swing Line Loans, as applicable, shall deliver to the Canadian Administrative Agent and the Canadian Swing Line Lenders set forth in this Section 2.04, agrees to make loans irrevocable written notice (each such loan, a “Canadian Swing Line LoanBorrowing Notice”) to any not later than 11:00 a.m. (Toronto time) on the Borrowing Date of each Canadian Borrower Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested Canadian Swing Line Loan which shall be an amount not less than $100,000, (iii) whether such Canadian Swing Line Loan shall be denominated in Dollars or Canadian Dollars from time to time on any Business Day during Dollars, (iv) whether such Canadian Swing Line Loan shall bear interest at the Canadian Availability Prime Rate or at the Offered Rate for Canadian Swing Line Loans, and (v) in the case of a Canadian Swing Line Loan bearing interest at the Offered Rate, the Interest Period in an aggregate amount not to exceed at any time outstanding requested therefor. (c) Promptly after receipt of a Canadian Swing Line Borrowing Notice, the amount Canadian Administrative Agent shall notify each Canadian Swing Line Lender by fax, or other similar form of transmission, of the requested Canadian Swing Line Loan. Not later than 2:00 p.m. (Toronto time) on the applicable Borrowing Date, each Canadian Swing Line Lender shall make available its Canadian Swing Line Share of the Canadian Swing Line Sublimit; providedLoan, thatin funds immediately available in Toronto, to the Canadian Administrative Agent at its address specified pursuant to Article XIII. The Canadian Administrative Agent will promptly make the funds so received from the Canadian Swing Line Lenders available to the Parent or the applicable Canadian Borrower on the Borrowing Date at the Canadian Administrative Agent’s aforesaid address. (Ad) after giving effect Repayment of Canadian Swing Line Loans: (i) Upon the occurrence of a Default, any Canadian Swing Line Lender may, upon notice to the Canadian Administrative Agent and the Administrative Agent, require each Lender (including such Canadian Swing Line Lender or its applicable Affiliate) to make a Revolving Loan in the amount of such Lender’s Pro Rata Share of such Canadian Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1(d)(i), each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1(d)(i) shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall be Eurocurrency Loans. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any Canadian Swing Line Loan, (1) the Total Canadian Outstandings shall that any applicable condition precedent set out in Sections 4.1 or 4.2 had not exceed the Aggregate Canadian Commitmentsthen been satisfied, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and (3obligation to make Revolving Loans pursuant to this Section 2.5.1(d)(i) the Dollar Equivalent of the aggregate amount of the outstanding to repay Canadian Swing Line Loans issued shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1(d)(i), the Canadian Administrative Agent and the Administrative Agent shall not exceed be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1(d)(i), such Lender shall be deemed, at the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender’s Canadian Swing Line Commitment, (B) no Canadian Borrower shall not use without recourse or warranty, an undivided interest and participation in the proceeds of any applicable Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this Section 2.04 and in Article IV, to the extent applicable) in the amount of such overdraft. Within the foregoing limitsRevolving Loan, and subject to such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other terms than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, for each day during the period commencing on the date of demand and conditions hereof, each Canadian Borrower may borrow ending on the date such amount is received. (ii) All Canadian Swing Line Loans under this shall mature, and the principal amount thereof shall be due and payable, on the last day of the Interest Period therefor (subject to Section 2.04(a)(ii2.10(b), prepay ) and on the applicable Commitment Maturity Date. Interest accrued on Canadian Swing Line Loans pursuant to Section 2.05shall be due and payable on the last day of the Interest Period therefor, and reborrow in the case of Loans bearing interest at the Offered Rate, on each Payment Date, in the case of Loans bearing interest at the Canadian Prime Rate, on any date on which such Canadian Swing Line Loans under this Section 2.04(a)(ii). Immediately upon the making of a Canadian Swing Line Loanare prepaid, each Canadian Lender shall be deemed towhether due to acceleration or otherwise, and hereby irrevocably and unconditionally agrees to, purchase from on the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Lender’s Applicable Percentage times the amount of such Canadian Swing Line Loanapplicable Commitment Maturity Date.

Canadian Swing Line Loans. Subject (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such Canadian Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, each Canadian Swing Line Lender agrees, on the terms and conditions set forth hereinout in this Agreement, to make Canadian Swing Line Loans in Dollars or Canadian Dollars to the Parent or any Canadian Borrower from time to time in an aggregate principal Dollar Amount not to exceed the Canadian Swing Line Election, provided that (a) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment, and (b) at no time shall such Canadian Swing Line Lender’s Outstanding Credit Exposure exceed the Dollar Amount of such Canadian Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Parent or the applicable Canadian Borrower may borrow, repay and reborrow Canadian Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The Parent or the applicable Canadian Borrower shall deliver to the Administrative Agent and the Canadian Swing Line Lenders irrevocable notice (a “Canadian Swing Line Borrowing Notice”) not later than noon (Central Time) one Business Day before the Borrowing Date of each Canadian Swing Line Loan denominated in Dollars and four Business Days before the Borrowing Date for each Canadian Swing Line Loan denominated in Canadian Dollars, specifying (a) the applicable Borrowing Date (which date shall be a Business Day), (b) the aggregate amount of the requested Canadian Swing Line Loan which shall be an amount not less than $100,000, (c) whether such Canadian Swing Line Loan shall be denominated in Dollars or Canadian Dollars, (d) whether such Canadian Swing Line Loan shall bear interest at the Eurocurrency Rate or at the rate offered by the Canadian Swing Line Lender, in reliance upon request by the agreements of the other Canadian Lenders set forth in this Section 2.04applicable Borrower, agrees to make loans (each such loan, a “for Canadian Swing Line Loan”) to any Canadian Borrower in Dollars or Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit; provided, thatLoans, (Ae) after giving effect to any Canadian Swing Line Loan, (1) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and (3) the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitment, (B) no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position case of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to bearing interest at the terms and conditions set forth in this Section 2.04 and in Article IVEurocurrency Rate, to the extent Interest Period applicable thereto, if applicable) in the amount of such overdraft. Within the foregoing limits, and subject to (f) the other terms and conditions hereof, each applicable Canadian Borrower may borrow Canadian Swing Line Loans under this Section 2.04(a)(ii), prepay Canadian Swing Line Loans pursuant to Section 2.05, and reborrow Canadian Swing Line Loans under this Section 2.04(a)(ii). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Lender’s Applicable Percentage times the amount of such Canadian Swing Line LoanBorrower.

Canadian Swing Line Loans. Subject (a) Upon the satisfaction of the conditions precedent set out in Section 4.2 and, if such Canadian Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set out in Section 4.1 as well, from and including the date of this Agreement and prior to its respective Commitment Maturity Date, each Canadian Swing Line Lender agrees, on the terms and conditions set forth hereinout in this Agreement, to make Canadian Swing Line Loans in Dollars or Canadian Dollars to the Parent or any Canadian Borrower from time to time in an aggregate principal Dollar Amount not to exceed, for all such Borrowers, the Canadian Swing Line Commitment, provided that (i) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment, and (ii) at no time shall such Canadian Swing Line Lender’s Outstanding Credit Exposure exceed the Dollar Amount of such Canadian Swing Line Lender’s Commitment at such time. Canadian Swing Line Loans may bear interest at either the Offered Rate or, in the case of Loans denominated in Canadian Dollars, the Canadian Prime Rate. Subject to the terms of this Agreement, the Parent and the Canadian Borrowers may borrow, repay and reborrow Canadian Swing Line Loans at any time prior to the applicable Commitment Maturity Date. (b) The Parent or the applicable Canadian Borrower shall deliver to the Canadian Administrative Agent and the Canadian Swing Line Lenders irrevocable written notice (a “Canadian Swing Line Borrowing Notice”) not later than 11:00 a.m. (Toronto time) on the Borrowing Date of each Canadian Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), (ii) the aggregate amount of the requested Canadian Swing Line Loan which shall be an amount not less than $100,000, (iii) whether such Canadian Swing Line Loan shall be denominated in Dollars or Canadian Dollars, (iv) whether such Canadian Swing Line Loan shall bear interest at the Canadian Prime Rate or at the rate offered by the Canadian Swing Line Lender, upon request by the applicable Borrower, for Canadian Swing Line Loans for the applicable Interest Period, (v) in reliance upon the agreements case of a Canadian Swing Line Loan bearing interest at the Offered Rate, the Interest Period requested therefor, and (vi) the applicable Canadian Borrower. (c) Promptly after receipt of a Canadian Swing Line Borrowing Notice, the Canadian Administrative Agent shall notify each Canadian Swing Line Lender by fax, or other similar form of transmission, of the other Canadian Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “requested Canadian Swing Line Loan”. Not later than 2:00 p.m. (Toronto time) to any on the applicable Borrowing Date, each Canadian Borrower in Dollars or Swing Line Lender shall make available its Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount Swing Line Share of the Canadian Swing Line Sublimit; provided, that, (A) after giving effect to any Canadian Swing Line Loan, (1) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (2) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and (3) the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitment, (B) no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (C) the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft funds immediately available in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this Section 2.04 and in Article IVToronto, to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Swing Line Loans under this Section 2.04(a)(ii), prepay Canadian Swing Line Loans Administrative Agent at its address specified pursuant to Section 2.05, and reborrow Article XIII. The Canadian Swing Line Loans under this Section 2.04(a)(ii). Immediately upon Administrative Agent will promptly make the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase funds so received from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal Lenders available to the product of such Parent or the applicable Canadian LenderBorrower on the Borrowing Date at the Canadian Administrative Agent’s Applicable Percentage times the amount of such Canadian Swing Line Loanaforesaid address.