Common use of Canadian Swingline Facility Clause in Contracts

Canadian Swingline Facility. (1) Subject to the terms and conditions of this Agreement, the Canadian Swingline Lender establishes in favour of the Canadian Borrower as of the Effective Date a revolving credit facility which is part of the Canadian Revolving Facility in an amount up to [AMOUNT REDACTED] or the Equivalent Amount in US Dollars on the terms set forth in this Section 2.06 (the “Canadian Swingline Facility”). (2) At any time during the Revolving Period that the Canadian Borrower would be entitled to obtain Prime Rate Advances and US Base Rate Advances, as the case may be, under the Canadian Revolving Facility, the Canadian Borrower will be entitled to draw cheques on its Cdn. Dollar chequing account and US Dollar chequing account, as the case may be, maintained from time to time with the Canadian Swingline Lender at the main branch of the Canadian Swingline Lender in Toronto, Ontario (or in such other accounts with the Canadian Swingline Lender at such other branch of the Canadian Swingline Lender as may be agreed upon by the Canadian Swingline Lender and the Canadian Borrower from time to time). If no cash concentration arrangement is in place with the Canadian Swingline Lender, the debit balance from time to time in any such Cdn. Dollar account will be deemed to be a Prime Rate Advance, outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility and the debit balance from time to time in any such US Dollar account will be deemed to be a US Base Rate Advance outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility. If at any time the Canadian Borrower is a party to a cash concentration arrangement with the Canadian Swingline Lender, then only the amount of any overdraft from time to time in the Cdn. Dollar or US Dollar concentration account (and not any individual chequing account), as the case may be, of the Canadian Borrower established pursuant to such arrangement (which for greater certainty may include one of the Cdn. Dollar or US Dollar accounts identified above) will be deemed to be a Prime Rate Advance or US Base Rate Advance, as the case may be, outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility. A Prime Rate Advance or a US Base Rate Advance from the Canadian Swingline Lender as contemplated by this Section, prior to such time as such Advance is repaid as contemplated by Sections 2.06(4) or (5), or purchased as contemplated by Section 2.06(6), is referred to as a “Canadian Swingline Loan”. (3) The outstanding Canadian Dollar amount of all Canadian Swingline Loans at any time will not exceed the lesser of: (a) [AMOUNT REDACTED] or the Equivalent Amount in US Dollars; and (b) the amount, if any, by which: (i) Canadian Revolver Amount; exceeds (ii) the Cdn. Dollar amount of all Advances (other than Canadian Swingline Loans) outstanding at such time under the Canadian Revolving Facility. (4) It is the intention of the parties that Canadian Swingline Loans are to be available to the Canadian Borrower on a short-term basis pending the obtaining of Drawdowns from the Canadian Lenders. Accordingly, if any Canadian Swingline Loans have been outstanding for more than five Business Days, the Canadian Swingline Lender may require the Canadian Borrower to obtain a Drawdown, (subject to minimum Advances of Bankers’ Acceptances, BA Equivalent Notes and LIBOR Advances), from the Canadian Lenders in an aggregate amount equal to the aggregate amount of Canadian Swingline Loans then outstanding; the proceeds of such Drawdown will be applied in repayment of all outstanding Canadian Swingline Loans at such time. (5) If the Canadian Borrower does not repay Canadian Swingline Loans as required by Section 2.06(4) the Canadian Swingline Lender may (but will not be obliged to) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Canadian Lenders) and to the Canadian Borrower, whereby the Canadian Borrower will be deemed to have requested at such time a Drawdown from the Canadian Lenders (in the case of Canadian Dollar Obligations of Prime Rate Advances and in the case of US Dollar Obligations of US Base Rate Advances) in an aggregate amount equal to the aggregate amount of Canadian Swingline Loans then outstanding. The Canadian Lenders will thereupon make such Advances (whether or not the conditions specified in Section 3.02 will then have been satisfied), in its Proportionate Share and the Agent will pay the proceeds thereof to the Canadian Swingline Lender to be applied in repayment of such Canadian Swingline Loans. The Agent will promptly notify the Canadian Borrower of any such Advances made, and the Canadian Borrower agrees to accept each such Advances and hereby authorizes and directs the Agent to apply the proceeds thereof as aforesaid. (6) Upon termination of the Revolving Period, or if an Event of Default has occurred and is continuing, each of the Canadian Lenders agrees that it will purchase from the Canadian Swingline Lender, and the Canadian Swingline Lender agrees that it will sell to such Canadian Lenders, for cash, at par, without representation or warranty from or recourse against the Canadian Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Pending Event of Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or been commenced under any of the Credit Documents or otherwise), according to its Proportionate Share, an undivided interest in all Canadian Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Canadian Borrower and the Canadian Lenders acknowledge that the foregoing arrangements are to be settled by the Canadian Lenders among themselves, and the Canadian Borrower expressly consents to the foregoing arrangements among such Lenders. (7) Each of the Canadian Lenders agrees to indemnify and save harmless the Canadian Swingline Lender according to its Proportionate Share against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Canadian Swingline Lender in any way related to or arising out of any Canadian Swingline Loan made by the Canadian Swingline Lender under the Canadian Swingline Facility (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Canadian Swingline Lender).

Canadian Swingline Facility. (1) Subject to the terms and conditions of this Agreement, the Canadian Swingline Lender establishes in favour of the Canadian Borrower as of the Effective Date a revolving credit facility which is part of the Canadian Revolving Facility in an amount up to [AMOUNT REDACTED] Cdn.$10,000,000 or the Equivalent Amount in US Dollars on the terms set forth in this Section 2.06 2.04 (the “Canadian Swingline Facility”). (2) At any time during the Revolving Period that the Canadian Borrower would be entitled to obtain Prime Rate Advances and US Base Rate Advances, as the case may be, under the Canadian Revolving Facility, the Canadian Borrower will be entitled to draw cheques on its Cdn. Dollar chequing account and US Dollar chequing account, as the case may be, maintained from time to time with the Canadian Swingline Lender at the main branch of the Canadian Swingline Lender in Toronto, Ontario (or in such other accounts with the Canadian Swingline Lender at such other branch of the Canadian Swingline Lender as may be agreed upon by the Canadian Swingline Lender and the Canadian Borrower from time to time). If no cash concentration arrangement is in place with the Canadian Swingline Lender, the debit balance from time to time in any such Cdn. Dollar account will be deemed to be a Prime Rate Advance, outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility and the debit balance from time to time in any such US Dollar account will be deemed to be a US Base Rate Advance outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility. If at any time the Canadian Borrower is a party to a cash concentration arrangement with the Canadian Swingline Lender, then only the amount of any overdraft from time to time in the Cdn. Dollar or US Dollar concentration account (and not any individual chequing account), as the case may be, of the Canadian Borrower established pursuant to such arrangement (which for greater certainty may include one of the Cdn. Dollar or US Dollar accounts identified above) will be deemed to be a Prime Rate Advance or US Base Rate Advance, as the case may be, outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility. A Prime Rate Advance or a US Base Rate Advance from the Canadian Swingline Lender as contemplated by this Section, prior to such time as such Advance is repaid as contemplated by Sections 2.06(4) or (5), or purchased as contemplated by Section 2.06(6), is referred to as a “Canadian Swingline Loan”. (3) The outstanding Canadian Dollar amount of all Canadian Swingline Loans at any time will not exceed the lesser of: (a) [AMOUNT REDACTED] or the Equivalent Amount in US Dollars; and (b) the amount, if any, by which: (i) Canadian Revolver Amount; exceeds (ii) the Cdn. Dollar amount of all Advances (other than Canadian Swingline Loans) outstanding at such time under the Canadian Revolving Facility. (4) It is the intention of the parties that Canadian Swingline Loans are to be available to the Canadian Borrower on a short-term basis pending the obtaining of Drawdowns from the Canadian Lenders. Accordingly, if any Canadian Swingline Loans have been outstanding for more than five Business Days, the Canadian Swingline Lender may require the Canadian Borrower to obtain a Drawdown, (subject to minimum Advances of Bankers’ Acceptances, BA Equivalent Notes and LIBOR Advances), from the Canadian Lenders in an aggregate amount equal to the aggregate amount of Canadian Swingline Loans then outstanding; the proceeds of such Drawdown will be applied in repayment of all outstanding Canadian Swingline Loans at such time. (5) If the Canadian Borrower does not repay Canadian Swingline Loans as required by Section 2.06(4) the Canadian Swingline Lender may (but will not be obliged to) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Canadian Lenders) and to the Canadian Borrower, whereby the Canadian Borrower will be deemed to have requested at such time a Drawdown from the Canadian Lenders (in the case of Canadian Dollar Obligations of Prime Rate Advances and in the case of US Dollar Obligations of US Base Rate Advances) in an aggregate amount equal to the aggregate amount of Canadian Swingline Loans then outstanding. The Canadian Lenders will thereupon make such Advances (whether or not the conditions specified in Section 3.02 will then have been satisfied), in its Proportionate Share and the Agent will pay the proceeds thereof to the Canadian Swingline Lender to be applied in repayment of such Canadian Swingline Loans. The Agent will promptly notify the Canadian Borrower of any such Advances made, and the Canadian Borrower agrees to accept each such Advances and hereby authorizes and directs the Agent to apply the proceeds thereof as aforesaid. (6) Upon termination of the Revolving Period, or if an Event of Default has occurred and is continuing, each of the Canadian Lenders agrees that it will purchase from the Canadian Swingline Lender, and the Canadian Swingline Lender agrees that it will sell to such Canadian Lenders, for cash, at par, without representation or warranty from or recourse against the Canadian Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Pending Event of Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or been commenced under any of the Credit Documents or otherwise), according to its Proportionate Share, an undivided interest in all Canadian Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Canadian Borrower and the Canadian Lenders acknowledge that the foregoing arrangements are to be settled by the Canadian Lenders among themselves, and the Canadian Borrower expressly consents to the foregoing arrangements among such Lenders. (7) Each of the Canadian Lenders agrees to indemnify and save harmless the Canadian Swingline Lender according to its Proportionate Share against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Canadian Swingline Lender in any way related to or arising out of any Canadian Swingline Loan made by the Canadian Swingline Lender under the Canadian Swingline Facility (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Canadian Swingline Lender).,

Canadian Swingline Facility. (1) Subject to the terms and conditions of this Agreement, the Canadian Swingline Lender establishes in favour of the Canadian Borrower as of the Effective Date a revolving credit facility which is part of the Canadian Revolving Facility in an amount up to [AMOUNT REDACTED] Cdn.$10,000,000 or the Equivalent Amount in US Dollars on the terms set forth in this Section 2.06 2.05 (the “Canadian Swingline Facility”). (2) At any time during the Revolving Period that the Canadian Borrower would be entitled to obtain Prime Rate Advances and US Base Rate Advances, as the case may be, under the Canadian Revolving Facility, the Canadian Borrower will be entitled to draw cheques on its Cdn. Dollar chequing account and US Dollar chequing account, as the case may be, maintained from time to time with the Canadian Swingline Lender at the main branch of the Canadian Swingline Lender in Toronto, Ontario (or in such other accounts with the Canadian Swingline Lender at such other branch of the Canadian Swingline Lender as may be agreed upon by the Canadian Swingline Lender and the Canadian Borrower from time to time). If no cash concentration arrangement is in place with the Canadian Swingline Lender, the debit balance from time to time in any such Cdn. Dollar account will be deemed to be a Prime Rate Advance, outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility and the debit balance from time to time in any such US Dollar account will be deemed to be a US Base Rate Advance outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility. If at any time the Canadian Borrower is a party to a cash concentration arrangement with the Canadian Swingline Lender, then only the amount of any overdraft from time to time in the Cdn. Dollar or US Dollar concentration account (and not any individual chequing account), as the case may be, of the Canadian Borrower established pursuant to such arrangement (which for greater certainty may include one of the Cdn. Dollar or US Dollar accounts identified above) will be deemed to be a Prime Rate Advance or US Base Rate Advance, as the case may be, outstanding to the Canadian Borrower from the Canadian Swingline Lender under the Canadian Revolving Facility. A Prime Rate Advance or a US Base Rate Advance from the Canadian Swingline Lender as contemplated by this Section, prior to such time as such Advance is repaid as contemplated by Sections 2.06(42.05(4) or (5), or purchased as contemplated by Section 2.06(62.05(6), is referred to as a “Canadian Swingline Loan”. (3) The outstanding Canadian Dollar amount of all Canadian Swingline Loans at any time will not exceed the lesser of: (a) [AMOUNT REDACTED] $10,000,000 or the Equivalent Amount in US Dollars; and (b) the amount, if any, by which: (i) Canadian Revolver Amount; exceeds (ii) the Cdn. Dollar amount of all Advances (other than Canadian Swingline Loans) outstanding at such time under the Canadian Revolving Facility. (4) It is the intention of the parties that Canadian Swingline Loans are to be available to the Canadian Borrower on a short-term basis pending the obtaining of Drawdowns from the Canadian Lenders. Accordingly, if any Canadian Swingline Loans have been outstanding for more than five Business Days, the Canadian Swingline Lender may require the Canadian Borrower to obtain a Drawdown, (subject to minimum Advances of Bankers’ Acceptances, BA Equivalent Notes and LIBOR Advances), from the Canadian Lenders in an aggregate amount equal to the aggregate amount of Canadian Swingline Loans then outstanding; the proceeds of such Drawdown will be applied in repayment of all outstanding Canadian Swingline Loans at such time. (5) If the Canadian Borrower does not repay Canadian Swingline Loans as required by Section 2.06(4) the Canadian Swingline Lender may (but will not be obliged to) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Canadian Lenders) and to the Canadian Borrower, whereby the Canadian Borrower will be deemed to have requested at such time a Drawdown from the Canadian Lenders (in the case of Canadian Dollar Obligations of Prime Rate Advances and in the case of US Dollar Obligations of US Base Rate Advances) in an aggregate amount equal to the aggregate amount of Canadian Swingline Loans then outstanding. The Canadian Lenders will thereupon make such Advances (whether or not the conditions specified in Section 3.02 will then have been satisfied), in its Proportionate Share and the Agent will pay the proceeds thereof to the Canadian Swingline Lender to be applied in repayment of such Canadian Swingline Loans. The Agent will promptly notify the Canadian Borrower of any such Advances made, and the Canadian Borrower agrees to accept each such Advances and hereby authorizes and directs the Agent to apply the proceeds thereof as aforesaid. (6) Upon termination of the Revolving Period, or if an Event of Default has occurred and is continuing, each of the Canadian Lenders agrees that it will purchase from the Canadian Swingline Lender, and the Canadian Swingline Lender agrees that it will sell to such Canadian Lenders, for cash, at par, without representation or warranty from or recourse against the Canadian Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Pending Event of Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or been commenced under any of the Credit Documents or otherwise), according to its Proportionate Share, an undivided interest in all Canadian Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Canadian Borrower and the Canadian Lenders acknowledge that the foregoing arrangements are to be settled by the Canadian Lenders among themselves, and the Canadian Borrower expressly consents to the foregoing arrangements among such Lenders. (7) Each of the Canadian Lenders agrees to indemnify and save harmless the Canadian Swingline Lender according to its Proportionate Share against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Canadian Swingline Lender in any way related to or arising out of any Canadian Swingline Loan made by the Canadian Swingline Lender under the Canadian Swingline Facility (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Canadian Swingline Lender).2.05