Common use of Canadian Swingline Loans Clause in Contracts

Canadian Swingline Loans. In the case of a request for a Canadian Advance and so long as either (i) the aggregate amount of Canadian Swingline Loans made since the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since the last Settlement Date, plus the amount of the requested Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding the foregoing limitation, the Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders is a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.

Canadian Swingline Loans. In (i) Subject to the terms and conditions set forth herein, the Canadian Swingline Lender may in its discretion, and in reliance upon the agreements of the other Canadian Revolving Lenders set forth in this Section 2.05, make available Canadian Swingline Loans to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Canadian Swingline Loans exceeding the Dollar Equivalent of $10,000,000 or (ii) the total Canadian Revolving Exposures exceeding the lesser of the total Canadian Commitments and the Canadian Borrowing Base, at such time; provided, that the Canadian Swingline Lender shall not be required to make a Canadian Swingline Loan to refinance an outstanding Canadian Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Borrower may borrow, prepay and reborrow Canadian Swingline Loans. To request a Canadian Swingline Loan, the Canadian Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., Toronto time, on the day of a proposed Canadian Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Canadian Swingline Loan. The Agent will promptly advise the Canadian Swingline Lender of any such notice received from the Canadian Borrower. The Canadian Swingline Lender shall make each Canadian Swingline Loan available to the Canadian Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Canadian Borrower (including, in the case of a request for Canadian Swingline Loan made to finance the reimbursement of a Canadian Advance LC Disbursement as provided in Section 2.06(b)(v), by remittance to the applicable Canadian Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Canadian Lenders) on the requested date of such Canadian Swingline Loan. (ii) To facilitate administration of the Canadian Revolving Loans, the Canadian Revolving Lenders and the Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Canadian Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Canadian Revolving Loans and the Canadian Swingline Loans and the Canadian Protective Advances shall take place on a periodic basis in accordance with this clause (ii). The Agent shall request settlement (a “Canadian Settlement”) with the Canadian Revolving Lenders on at least a weekly basis, or on a more frequent basis if so long determined by the Agent, (A) on behalf of the Canadian Swingline Lender, with respect to each outstanding Canadian Swingline Loan and (B) with respect to collections received, in each case, by notifying the Canadian Revolving Lenders of such requested Canadian Settlement by telecopy, telephone, or other similar form of transmission, of such requested Canadian Settlement, no later than 2:30p.m. Toronto Time, on the date of such requested Canadian Settlement (the “Canadian Settlement Date”). Each Canadian Revolving Lender (other than the Canadian Swingline Lender, in the case of Canadian Swingline Loans) shall make the amount of such Canadian Revolving Lender’s Applicable Percentage of the outstanding principal amount of the Canadian Swingline Loans with respect to which Canadian Settlement is requested available to the Agent, to such account of the Agent as either the Agent may designate, not later than 3:30 p.m., Toronto time, on the Canadian Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Agent shall be applied against the amounts of the applicable Canadian Swingline Loan and, together with the portion of such Canadian Swingline Loan representing the Canadian Swingline Lender’s pro rata share thereof, shall constitute Canadian Revolving Loans of the Canadian Revolving Lenders. If any such amount is not made available to the Agent by any Canadian Revolving Lender on the Settlement Date applicable thereto, the Agent shall, on behalf of the Canadian Swingline Lender with respect to each outstanding Canadian Swingline Loan, be entitled to recover such amount on demand from such Canadian Revolving Lender together with interest thereon at the Bank of Canada Overnight Rate for the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to Canadian Revolving Loans. Between Canadian Settlement Dates the Agent may pay over to the Canadian Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Revolving Loans, for application to the Canadian Swingline Lender’s Canadian Revolving Loans or Canadian Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Canadian Swingline Lender’s Canadian Revolving Loans, the Canadian Swingline Lender shall pay to the Agent for the accounts of the Canadian Revolving Lenders, to be applied to the outstanding Canadian Revolving Loans of such Canadian Revolving Lenders, an amount such that each Canadian Revolving Lender shall, upon receipt of such amount, have, as of such Canadian Settlement Date, its Applicable Percentage of the Canadian Revolving Loans. During the period between Settlement Dates, the Canadian Swingline Lender with respect to Canadian Swingline Loans, the Agent with respect to Canadian Protective Advances and each Canadian Revolving Lender with respect to its Canadian Revolving Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement. (iiii) In addition, the Canadian Swingline Lender may by written notice given to the Agent not later than 1:00 p.m., Toronto time, on any Business Day require the Canadian Revolving Lenders to acquire participations on such Business Day in all or a portion of the Canadian Swingline Loans outstanding. Such notice shall specify the aggregate amount of Canadian Swingline Loans made since in which Canadian Revolving Lenders will participate. Promptly upon receipt of such notice, the last Settlement DateAgent will give notice thereof to each Canadian Revolving Lender, minus all payments specifying in such notice such Canadian Revolving Lender’s Applicable Percentage of such Canadian Swingline Loan or other amounts applied Loans. Each Canadian Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Canadian Swingline Lender, such Canadian Revolving Lender’s Applicable Percentage of such Canadian Swingline Loan or Loans. Each Canadian Revolving Lender acknowledges and agrees that its obligation to acquire participations in Canadian Swingline Loans since pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the last Settlement Date, plus the amount occurrence and continuance of a Default or reduction or termination of the requested Canadian Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Canadian Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Canadian Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Canadian Revolving Lenders), and the Agent shall promptly pay to the Canadian Swingline Lender the amounts so received by it from the Canadian Revolving Lenders. The Agent shall notify the Canadian Borrower of any participations in any Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time acquired pursuant to Section 1.4, this paragraph. Any amounts received by the “Canadian Swingline Sublimit”Lender from the Canadian Borrower (or other party on behalf of the Canadian Borrower) or (ii) the Swingline Lender, in its sole discretion, agrees to make respect of a Canadian Swingline Loan notwithstanding after receipt by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such Canadian Advance made amounts received by the Swingline Lender pursuant Agent shall be promptly remitted by the Agent to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Canadian Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Canadian Swingline Lender or the Agent, as applicable, if and to the extent such payment is required to be refunded to the Canadian Borrower for any reason. The purchase of participations in a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed pursuant to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender this paragraph shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed relieve the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making Borrower of any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens default in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may requirepayment thereof.

Canadian Swingline Loans. In (i) Subject to the terms and conditions set forth herein, the Canadian Swingline Lender may in its discretion, and in reliance upon the agreements of the other Canadian Revolving Lenders set forth in this Section 2.05, make available Canadian Swingline Loans to the Canadian Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Canadian Swingline Loans exceeding the Dollar Equivalent of $10,000,000 or (ii) the total Canadian Revolving Exposures exceeding the lesser of the total Canadian Commitments and the Canadian Borrowing Base at such time; provided that the Canadian Swingline Lender shall not be required to make a Canadian Swingline Loan to refinance an outstanding Canadian Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Borrower may borrow, prepay and reborrow Canadian Swingline Loans. To request a Canadian Swingline Loan, the Canadian Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., Toronto time, on the day of a proposed Canadian Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Canadian Swingline Loan. The Agent will promptly advise the Canadian Swingline Lender of any such notice received from the Canadian Borrower. The Canadian Swingline Lender shall make each Canadian Swingline Loan available to the Canadian Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Canadian Borrower (including, in the case of a request for Canadian Swingline Loan made to finance the reimbursement of a Canadian Advance LC Disbursement as provided in Section 2.06(b)(v), by remittance to the applicable Canadian Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Canadian Lenders) on the requested date of such Canadian Swingline Loan. (ii) To facilitate administration of the Canadian Revolving Loans, the Canadian Revolving Lenders and the Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Canadian Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Canadian Revolving Loans and the Canadian Swingline Loans and the Canadian Protective Advances shall take place on a periodic basis in accordance with this clause (ii). The Agent shall request settlement (a “Canadian Settlement”) with the Canadian Revolving Lenders on at least a weekly basis, or on a more frequent basis if so long determined by the Agent, (A) on behalf of the Canadian Swingline Lender, with respect to each outstanding Canadian Swingline Loan and (B) with respect to collections received, in each case, by notifying the Canadian Revolving Lenders of such requested Canadian Settlement by telecopy, telephone, or other similar form of transmission, of such requested Canadian Settlement, no later than 2:30 p.m. Toronto time, on the date of such requested Canadian Settlement (the “Canadian Settlement Date”). Each Canadian Revolving Lender (other than the Canadian Swingline Lender, in the case of Canadian Swingline Loans) shall make the amount of such Canadian Revolving Lender’s Applicable Percentage of the outstanding principal amount of the Canadian Swingline Loans with respect to which Canadian Settlement is requested available to the Agent, to such account of the Agent as either the Agent may designate, not later than 3:30 p.m., Toronto time, on the Canadian Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Agent shall be applied against the amounts of the applicable Canadian Swingline Loan and, together with the portion of such Canadian Swingline Loan representing the Canadian Swingline Lender’s pro rata share thereof, shall constitute Canadian Revolving Loans of the Canadian Revolving Lenders. If any such amount is not made available to the Agent by any Canadian Revolving Lender on the Settlement Date applicable thereto, the Agent shall, on behalf of the Canadian Swingline Lender with respect to each outstanding Canadian Swingline Loan, be entitled to recover such amount on demand from such Canadian Revolving Lender together with interest thereon at the Bank of Canada Overnight Rate for the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to Canadian Revolving Loans. Between Canadian Settlement Dates the Agent may pay over to the Canadian Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Revolving Loans, for application to the Canadian Swingline Lender’s Canadian Revolving Loans or Canadian Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Canadian Swingline Lender’s Canadian Revolving Loans, the Canadian Swingline Lender shall pay to the Agent for the accounts of the Canadian Revolving Lenders, to be applied to the outstanding Canadian Revolving Loans of such Canadian Revolving Lenders, an amount such that each Canadian Revolving Lender shall, upon receipt of such amount, have, as of such Canadian Settlement Date, its Applicable Percentage of the Canadian Revolving Loans. During the period between Settlement Dates, the Canadian Swingline Lender with respect to Canadian Swingline Loans, the Agent with respect to Canadian Protective Advances and each Canadian Revolving Lender with respect to its Canadian Revolving Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement. (iiii) In addition, the Canadian Swingline Lender may by written notice given to the Agent not later than 1:00 p.m., Toronto time, on any Business Day require the Canadian Revolving Lenders to acquire participations on such Business Day in all or a portion of the Canadian Swingline Loans outstanding. Such notice shall specify the aggregate amount of Canadian Swingline Loans made since in which Canadian Revolving Lenders will participate. Promptly upon receipt of such notice, the last Settlement DateAgent will give notice thereof to each Canadian Revolving Lender, minus all payments specifying in such notice such Canadian Revolving Lender’s Applicable Percentage of such Canadian Swingline Loan or other amounts applied Loans. Each Canadian Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Canadian Swingline Lender, such Canadian Revolving Lender’s Applicable Percentage of such Canadian Swingline Loan or Loans. Each Canadian Revolving Lender acknowledges and agrees that its obligation to acquire participations in Canadian Swingline Loans since pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the last Settlement Date, plus the amount occurrence and continuance of a Default or reduction or termination of the requested Canadian Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Canadian Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Canadian Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Canadian Revolving Lenders), and the Agent shall promptly pay to the Canadian Swingline Lender the amounts so received by it from the Canadian Revolving Lenders. The Agent shall notify the Canadian Borrower of any participations in any Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time acquired pursuant to Section 1.4, this paragraph. Any amounts received by the “Canadian Swingline Sublimit”Lender from the Canadian Borrower (or other party on behalf of the Canadian Borrower) or (ii) the Swingline Lender, in its sole discretion, agrees to make respect of a Canadian Swingline Loan notwithstanding after receipt by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such Canadian Advance made amounts received by the Swingline Lender pursuant Agent shall be promptly remitted by the Agent to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Canadian Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Canadian Swingline Lender or the Agent, as applicable, if and to the extent such payment is required to be refunded to the Canadian Borrower for any reason. The purchase of participations in a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed pursuant to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender this paragraph shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed relieve the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making Borrower of any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens default in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may requirepayment thereof.

Canadian Swingline Loans. In Subject to the case of terms and conditions hereof, the Canadian Swingline Lender agrees to make swing line loans (individually, a request for a “Canadian Advance and so long as either Swingline Loan”; collectively, the “Canadian Swingline Loans”) to any Canadian Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed $50,000,000 (the “Canadian Swingline Sublimit”); provided that the Canadian Swingline Lender shall not make any Canadian Swingline Loans if, after doing so, (i) Canadian Availability would be less than zero or (ii) the aggregate amount of Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount. Amounts borrowed by any Canadian Borrower under this Section 2.3(c) may be repaid and, through but excluding the Termination Date, reborrowed. All Canadian Swingline Loans shall be made since in Canadian Dollars as Canadian Prime Rate Loans and shall not be entitled to be converted into BA Equivalent Loans. The Borrowers’ Agent (on behalf of any Canadian Borrower) shall give the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since Lender irrevocable notice (which notice must be received by the last Settlement DateCanadian Swingline Lender prior to 12:00 noon, plus New York City time) on the requested Funding Date specifying (A) the identity of the Canadian Borrower and (B) the amount of the requested Canadian Swingline Loan does not exceed Loan, which shall be in a minimum amount of Cdn $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, 100,000 or whole multiples of Cdn $50,000 in excess thereof. The proceeds of the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding will be made available by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds Borrower identified in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans notice at any time that one or more an office of the Canadian Revolving Lenders is a Defaulting Swingline Lender by wire transfer to the account of such Canadian LenderBorrower specified in such notice. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, Revolving Loans except that all payments thereon (including interest) on any Canadian Swingline Loan shall be payable to the Canadian Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.

Canadian Swingline Loans. In (i) Subject to the terms and conditions set forth herein, the Canadian Swingline Lender may in its discretion, and in reliance upon the agreements of the other Canadian Revolving Credit Lenders set forth in this Section 2.23, make available Canadian Swingline Loans to any Canadian Borrowers from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Canadian Swingline Loans exceeding $10,000,000, (ii) the Total Canadian Revolving Credit Exposure exceeding the Canadian Line Cap, at such time or (iii) the Total Revolving Credit Exposure exceeding the Line Cap at such time; provided, that the Canadian Swingline Lender shall not be required to make a Canadian Swingline Loan to refinance an outstanding Canadian Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Borrowers may borrow, prepay and reborrow Canadian Swingline Loans. To request a Canadian Swingline Loan, a Canadian Borrower shall notify the Administrative Agent of Table of Contents such request written request (including any form on an electronic platform or electronic transmission platform approved by the Administrative Agent) not later than 1:00 p.m., Toronto time, on the day of a proposed Canadian Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Canadian Swingline Loan. The Administrative Agent will promptly advise the Canadian Swingline Lender of any such notice received from a Canadian Borrower. The Canadian Swingline Lender shall make each Canadian Swingline Loan available to the applicable Canadian Borrower in accordance with the instructions of the applicable Canadian Borrower (including, in the case of a request for Canadian Swingline Loan made to finance the reimbursement of a Canadian Advance Letter of Credit as provided in Section 2.4, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses, by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Canadian Swingline Loan. (ii) To facilitate administration of the Canadian Revolving Credit Loans, the Canadian Revolving Credit Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Canadian Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Canadian Revolving Credit Loans and the Canadian Swingline Loans and the Agent Advances shall take place on a periodic basis in accordance with this clause (ii). The Administrative Agent shall request a Settlement with the Canadian Revolving Credit Lenders on at least a weekly basis, or on a more frequent basis if so long determined by the Administrative Agent, (A) on behalf of the Canadian Swingline Lender, with respect to each outstanding Canadian Swingline Loan and (B) with respect to collections received, in each case, by notifying the Canadian Revolving Credit Lenders of such requested Settlement by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:30 p.m. New York City Time, on the Settlement Date. Each Canadian Revolving Credit Lender (other than the Canadian Swingline Lender, in the case of Canadian Swingline Loans) shall make the amount of such Canadian Revolving Credit Lender’s Canadian Percentage of the outstanding principal amount of the Canadian Swingline Loans with respect to which Settlement is requested available to the Administrative Agent, to such account of the Administrative Agent as either the Administrative Agent may designate, not later than 3:30 p.m., New York City time, on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IV have then been satisfied without regard to any minimum amount specified therein. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable Canadian Swingline Loan and, together with the portion of such Canadian Swingline Loan representing the Canadian Swingline Lender’s pro rata share thereof, shall constitute Canadian Revolving Credit Loans of the Canadian Revolving Credit Lenders. If any such amount is not made available to the Administrative Agent by any Canadian Revolving Credit Lender on the Settlement Date applicable thereto, the Administrative Agent shall, on behalf of the Canadian Swingline Lender with respect to each outstanding Canadian Swingline Loan, be entitled to recover such amount on demand from such Canadian Revolving Credit Lender together with interest thereon at the Federal Funds Rate for the first three days from and after the Settlement Date and thereafter at the interest rate then applicable to Canadian Revolving Credit Loans. Between Settlement Dates the Administrative Agent may pay over to the Canadian Swingline Lender any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Revolving Credit Loans, for application to the Canadian Swingline Lender’s Canadian Revolving Credit Loans or Canadian Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Canadian Swingline Lender’s Canadian Revolving Credit Loans, the Canadian Swingline Lender shall pay to the Administrative Agent for the accounts of the Canadian Revolving Credit Lenders, to be applied to Table of Contents the outstanding Canadian Revolving Credit Loans of such Canadian Revolving Credit Lenders, an amount such that each Canadian Revolving Credit Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Canadian Percentage of the Canadian Revolving Credit Loans. During the period between Settlement Dates, the Canadian Swingline Lender with respect to Canadian Swingline Loans, the Administrative Agent with respect to Agent Advances and each Canadian Revolving Credit Lender with respect to its Canadian Revolving Credit Loans shall be entitled to interest thereon at the applicable rate or rates payable under this Agreement. (iiii) In addition, the Canadian Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., Toronto time, on any Business Day require the Canadian Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Canadian Swingline Loans outstanding. Such notice shall specify the aggregate amount of Canadian Swingline Loans made since in which such Canadian Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the last Settlement DateAdministrative Agent will give notice thereof to each such Canadian Revolving Credit Lender, minus all payments specifying in such notice such Canadian Revolving Credit Lender’s Canadian Percentage of such Canadian Swingline Loan or other amounts applied Loans. Each such Canadian Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Canadian Swingline Lender, such Canadian Revolving Credit Lender’s Canadian Percentage of such Canadian Swingline Loan or Loans. Each such Canadian Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Canadian Swingline Loans since pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the last Settlement Date, plus the amount occurrence and continuance of a Default or reduction or termination of the requested Canadian Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such Canadian Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 with respect to Loans made by such Canadian Revolving Credit Lender (and Section 2.5 shall apply, mutatis mutandis, to the payment obligations of such Canadian Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Canadian Swingline Lender the amounts so received by it from such Canadian Revolving Credit Lenders. The Administrative Agent shall notify the Canadian Borrowers of any participations in any Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time acquired pursuant to Section 1.4, this paragraph. Any amounts received by the “Canadian Swingline Sublimit”Lender from the Canadian Borrowers (or other party on behalf of the Canadian Borrowers) or (ii) the Swingline Lender, in its sole discretion, agrees to make respect of a Canadian Swingline Loan notwithstanding after receipt by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such Canadian Advance made amounts received by the Swingline Lender Administrative Agent shall be promptly remitted by the Administrative Agent to the Canadian Revolving Credit Lenders that shall have made their payments pursuant to this Section 2.2(b) being referred paragraph and to as a “the Canadian Swingline Loan” and all Lender, as their interests may appear; provided that any such Canadian Advances being referred payment so remitted shall be repaid to as “the Canadian Swingline Loans”) available Lender or the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds for any reason. The purchase of participations in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders is a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed pursuant to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender this paragraph shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed relieve the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making Borrowers of any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens default in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may requirepayment thereof.

Canadian Swingline Loans. In the case of a request for a Canadian Advance and so long as either (i) The Canadian Administrative Agent, the aggregate amount of Canadian Swingline Loans made since Lender and the last Settlement DateCanadian Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, minus all payments promptly after the Administrative Borrower requests an ABR Borrowing or other amounts applied to a Canadian Prime Borrowing, the Canadian Swingline Loans since the last Settlement Date, plus the amount of the requested Canadian Swingline Loan does not exceed $10,000,000 (as such amount Lender may be adjusted from time to time pursuant to Section 1.4, the “Canadian Swingline Sublimit”) or (ii) the Swingline Lenderelect, in its sole discretion, agrees to make a have the terms of this Section 2.07(b)(i) apply to such Borrowing Request by advancing, on behalf of the Canadian Swingline Loan notwithstanding the foregoing limitation, the Swingline Lender shall make a Canadian Advance Lenders and in the amount of requested, same day funds to the requested Canadian Advance Borrowers on the applicable Borrowing date to the Funding Account (any each such Canadian Advance Loan made solely by the Canadian Swingline Lender pursuant to this Section 2.2(b2.07(b)(i) being is referred to in this Agreement as a “Canadian Swingline Loan” and all such Canadian Advances being referred to ”), with settlement among them as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders is to take place on a Defaulting Canadian Lenderperiodic basis as set forth in Section 2.07(b)(iii). Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other ABR Loans or Canadian AdvancesPrime Loans, as applicable, funded by the Canadian Lenders, except that all payments (including interest) on any Canadian Swingline Loan thereon shall be payable to the Canadian Swingline Lender solely for its own account. Subject In addition, the Canadian Borrowers hereby authorize the Canadian Swingline Lender to, and the Canadian Swingline Lender shall, subject to the provisions of Section 2.3(e)(iiterms and conditions set forth herein (but without any further written notice required), not later than 2:00 p.m., Toronto time, on each Business Day, make available to the Canadian Borrowers by means of a credit to the Funding Account, the proceeds of a Canadian Swingline Loan to the extent necessary to pay items to be drawn on any Canadian Controlled Disbursement Account that day (as determined based on notice from the Canadian Administrative Agent). The aggregate amount of Canadian Swingline Loans outstanding at any time shall not exceed U.S.$5,000,000. The Canadian Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the requested Canadian Swingline Loan exceeds Canadian Availability (before giving effect to such Canadian Swingline Loan). Canadian Swingline Loans may not be made if the Canadian Swingline Lender has actual knowledge been notified by the Canadian Administrative Agent or the Required Lenders that a Default exists and that Canadian Swingline Loans may not be made. All Canadian Swingline Loans shall be ABR Borrowings or Canadian Prime Borrowings, as applicable. (iii) one Upon the making of a Canadian Swingline Loan (whether before or more after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Canadian Swingline Loan), each Canadian Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Swingline Lender or the Canadian Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Canadian Swingline Loan in proportion to its Applicable Percentage of the Revolving Commitment. The Canadian Swingline Lender or the Canadian Administrative Agent may, at any time, require the Canadian Lenders to fund their participations. From and after the date, if any, on which any Canadian Lender is required to fund its participation in any Canadian Swingline Loan purchased hereunder, the Canadian Administrative Agent shall promptly distribute to such Canadian Lender, such Canadian Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent in respect of such Loan. (iii) The Canadian Administrative Agent, on behalf of the Canadian Swingline Lender, shall request settlement (a “Canadian Settlement”) with the Canadian Lenders on at least a weekly basis or on any date that the Canadian Administrative Agent elects, by notifying the Canadian Lenders of such requested Canadian Settlement by facsimile, telephone, or e-mail (and in each of the two later cases, promptly followed by facsimile) no later than 12:00 p.m., Toronto time on the date of such requested Canadian Settlement (the “Settlement Date”). Each Canadian Lender (other than the Canadian Swingline Lender, in the case of the Canadian Swingline Loans) shall transfer the amount of such Canadian Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Canadian Settlement is requested to the Canadian Administrative Agent, to such account of the Canadian Administrative Agent as the Canadian Administrative Agent may designate, not later than 3:00 p.m., Toronto time, on such Settlement Date. Canadian Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4 will not 4.02 have then been satisfied. Such amounts transferred to the Canadian Administrative Agent shall be satisfied on applied against the requested Funding Date for amounts of the applicable Canadian Swingline Lender’s Canadian Swingline Loans and, together with Canadian Swingline Lender’s Applicable Percentage of such Canadian Swingline Loan, or (ii) the requested shall constitute Canadian Swingline Loan would exceed Loans of such Canadian Lenders, respectively. If any such amount is not transferred to the Canadian Availability Administrative Agent by any Canadian Lender on such Funding Settlement Date. The , the Canadian Swingline Lender shall not otherwise be required entitled to determine whether the applicable conditions precedent set forth recover such amount on demand from such Lender together with interest thereon as specified in Section 4 have been satisfied 2.09; provided that, so long as the Canadian Administrative Agent is able to confirm receipt of such amount on the Funding Date applicable thereto Canadian Business Day immediately following such Settlement Date, this sentence shall not apply if the Canadian Administrative Agent is unable to confirm receipt of such amount on such Settlement Date, but such Canadian Lender has initiated the transfer of such amount to the Canadian Administrative Agent prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents3:00 p.m., constitute Canadian Advances and Canadian Finance ObligationsToronto time, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may requireon such Settlement Date.

Canadian Swingline Loans. In Subject to the case of terms and conditions hereof, the Canadian Swingline Lender agrees to make swing line loans (individually, a request for a “Canadian Advance Swingline Loan”; collectively, the “Canadian Swingline Loans”) to any Canadian Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed (1)(i) $100,000,000 or (ii) such greater amount, not to exceed $200,000,000, as may be requested by the Borrowers’ Agent and so long as either agreed to in writing by the Agent and the Canadian Swingline Lender, minus (i2) the aggregate amount of outstanding U.S. Swingline Loans (the “Canadian Swingline Sublimit”); provided that the Canadian Swingline Lender shall not make any Canadian Swingline Loans made since if, after doing so, (i) Canadian Availability would be less than zero or (ii) the last Settlement Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount. Amounts borrowed by any Canadian Borrower under this Section 2.3(c) may be repaid and, through but excluding the Termination Date, minus all payments or other amounts applied to reborrowed. All Canadian Swingline Loans since shall be made in Canadian Dollars as Canadian Prime Rate Loans and shall not be entitled to be converted into BA Equivalent Loans. The Borrowers’ Agent (on behalf of any Canadian Borrower) shall give the last Settlement DateCanadian Swingline Lender irrevocable notice (which notice must be received by the Canadian Swingline Lender prior to 12:00 noon, plus New York City time) on the requested Funding Date specifying (A) the identity of the Canadian Borrower and (B) the amount of the requested Canadian Swingline Loan does not exceed Loan, which shall be in a minimum amount of Cdn $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, 100,000 or whole multiples of Cdn $50,000 in excess thereof. The proceeds of the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding will be made available by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds Borrower identified in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans notice at any time that one or more an office of the Canadian Revolving Lenders is a Defaulting Swingline Lender by wire transfer to the account of such Canadian LenderBorrower specified in such notice. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, Revolving Loans except that all payments thereon (including interest) on any Canadian Swingline Loan shall be payable to the Canadian Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.

Canadian Swingline Loans. In Subject to the case of terms and conditions hereof, the Canadian Swingline Lender agrees to make swing line loans (individually, a request for a “Canadian Advance and so long as either Swingline Loan”; collectively, the “Canadian Swingline Loans”) to any Canadian Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed $50,000,000 (the “Canadian Swingline Sublimit”); provided that the Canadian Swingline Lender shall not make any Canadian Swingline Loans if, after doing so, (i) Canadian Availability would be less than zero, (ii) the aggregate amount of Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount or (iii) the Aggregate Pro Rata Revolver Outstandings would exceed the Maximum Pro Rata Revolver Amount. Amounts borrowed by any Canadian Borrower under this Section 2.3(c) may be repaid and, through but excluding the Termination Date, reborrowed. All Canadian Swingline Loans shall be made since in Canadian Dollars as Canadian Prime Rate Loans and shall not be entitled to be converted into BA EquivalentTerm XXXXX Loans. The Borrowers’ Agent (on behalf of any Canadian Borrower) shall give the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since Lender irrevocable notice (which notice must be received by the last Settlement DateCanadian Swingline Lender prior to 12:00 noon, plus New York City time) on the requested Funding Date specifying (A) the identity of the Canadian Borrower and (B) the amount of the requested Canadian Swingline Loan does not exceed Loan, which shall be in a minimum amount of Cdn $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, 100,000 or whole multiples of Cdn $50,000 in excess thereof. The proceeds of the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding will be made available by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds Borrower identified in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans notice at any time that one or more an office of the Canadian Revolving Lenders is a Defaulting Swingline Lender by wire transfer to the account of such Canadian LenderBorrower specified in such notice. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, Revolving Loans except that all payments thereon (including interest) on any Canadian Swingline Loan shall be payable to the Canadian Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.

Canadian Swingline Loans. In Subject to the case of terms and conditions hereof, the Canadian Swingline Lender agrees to make swing line loans (individually, a request for a “Canadian Advance and so long as either Swingline Loan”; collectively, the “Canadian Swingline Loans”) to any Canadian Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed $50,000,000 (the “Canadian Swingline Sublimit”); provided that the Canadian Swingline Lender shall not make any Canadian Swingline Loans if, after doing so, (i) Canadian Availability would be less than zero or, (ii) the aggregate amount of Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount or (iii) the Aggregate Pro Rata Revolver Outstandings would exceed the Maximum Pro Rata Revolver Amount. Amounts borrowed by any Canadian Borrower under this Section 2.3(c) may be repaid and, through but excluding the Termination Date, reborrowed. All Canadian Swingline Loans shall be made since in Canadian Dollars as Canadian Prime Rate Loans and shall not be entitled to be converted into BA Equivalent Loans. The Borrowers’ Agent (on behalf of any Canadian Borrower) shall give the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since Lender irrevocable notice (which notice must be received by the last Settlement DateCanadian Swingline Lender prior to 12:00 noon, plus New York City time) on the requested Funding Date specifying (A) the identity of the Canadian Borrower and (B) the amount of the requested Canadian Swingline Loan does not exceed $10,000,000 (as such Loan, which shall be in a minimum amount may be adjusted from time to time pursuant to Section 1.4, of Cdn $ 100,000 or whole multiples of Cdn $ 50,000 in excess thereof. The proceeds of the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding will be made available by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds Borrower identified in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans notice at any time that one or more an office of the Canadian Revolving Lenders is a Defaulting Swingline Lender by wire transfer to the account of such Canadian LenderBorrower specified in such notice. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, Revolving Loans except that all payments thereon (including interest) on any Canadian Swingline Loan shall be payable to the Canadian Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.

Canadian Swingline Loans. In the case of a request for a Canadian Advance and so long as either (i) the aggregate amount of The Canadian Swingline Loans made since the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since the last Settlement Date, plus the amount of the requested Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding the foregoing limitation, the Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made is authorized by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” Lenders and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstandingshall, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders is a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii)this Section, make Canadian Swingline Loans up to the Canadian Swingline Sublimit in the aggregate outstanding at any time consisting of Canadian Prime Rate Loans or U.S. Index Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and the Canadian Swingline Lender shall not make and (which Notice of Borrowing, at the Canadian Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Local Time, on the Business Day on which such Canadian Swingline Loan is requested) provided further that the Canadian Swingline Lender shall not be obligated to make any Canadian Swingline Loan if at any time when any Canadian Lender is at such time a Defaulting Lender hereunder, unless the Canadian Swingline Lender has actual knowledge that (i) one entered into satisfactory arrangements with the Borrowers or more of such Canadian Lender to eliminate the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding DateLender’s Fronting Exposure. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in subject to periodic settlement with the Canadian Collateral granted Lenders under Section 2.7 below; provided, however, that during the months of November and December of each calendar year the Agent shall settle Canadian Swingline Loans at such times as it shall determine, in favor its discretion. DB1/ 126870242.8 (ii) The Canadian Swingline Lender shall, at the Lead Borrower’s request, make Canadian Swingline Loans (A) in reliance upon the Borrowers’ actual or deemed representations under Section 4.2 that the applicable conditions for borrowing are satisfied and (B) for Permitted Overadvances. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Lead Borrower shall give a Noncompliance Notice to the Agent and the Canadian Swingline Lender prior to requesting further Canadian Swingline Loans, and the Agent shall promptly provide each Canadian Lender with a copy of the Administrative Agent Noncompliance Notice. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Loan Documents, constitute Required Lenders may direct the Canadian Advances and Canadian Finance ObligationsSwingline Lender to, and bear interest at the rate applicable from time Canadian Swingline Lender thereupon shall, cease making Canadian Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 9.3. Unless the Required Lenders otherwise direct the Canadian Swingline Lender, the Canadian Swingline Lender may, but is not obligated to, continue to time make Canadian Swingline Loans beginning one Business Day after the Noncompliance Notice is furnished to the Lenders. Notwithstanding the foregoing, no Canadian Advances that are Canadian Prime Rate Swingline Loans shall be made pursuant to this subsection (a) (other than Permitted Overadvances) if the aggregate Credit Extensions would exceed the limitations set forth in Section 2.1(a)(i), (iii) or Canadian Base Rate Loans, as the context may require(v).

Canadian Swingline Loans. In Subject to the case of terms and conditions hereof, the Canadian Swingline Lender agrees to make swing line loans (individually, a request for a “Canadian Advance and so long as either Swingline Loan”; collectively, the “Canadian Swingline Loans”) to the Canadian Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed Cdn. $50,000,000 (i) the aggregate amount of “Canadian Swingline Sublimit”); provided that the Canadian Swingline Lender shall not make any Canadian Swingline Loans made since if, after doing so, Canadian Availability would be less than zero. Amounts borrowed by the last Settlement Canadian Borrower under this Section 2.4(b) may be repaid and, through but excluding the Termination Date, minus all payments or other amounts applied to reborrowed. All Canadian Swingline Loans since shall be made in Canadian Dollars as Canadian Prime Rate Loans and shall not be entitled to be converted into BA Equivalent Loans. The Borrowers’ Agent (on behalf of the last Settlement DateCanadian Borrower) shall give the Canadian Swingline Lender irrevocable notice (which notice must be received by the Canadian Swingline Lender prior to 12:00 noon, plus New York City time) on the requested Funding Date specifying (x) the loan will be made to the Canadian Borrower and (y) the amount of the requested Canadian Swingline Loan does not exceed Loan, which shall be in a minimum amount of Cdn. $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, 100,000 or whole multiples of Cdn. $50,000 in excess thereof. The proceeds of the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding will be made available by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans Borrower at any time that one or more an office of the Canadian Revolving Lenders is a Defaulting Swingline Lender by wire transfer to the account of the Canadian LenderBorrower specified in such notice. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, Revolving Loans except that all payments thereon (including interest) on any Canadian Swingline Loan shall be payable to the Canadian Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.

Canadian Swingline Loans. In the case of a request for a Canadian Advance and so long as either (i) the aggregate amount of The Canadian Swingline Loans made since the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since the last Settlement Date, plus the amount of the requested Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding the foregoing limitation, the Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made is authorized by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” Lenders and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstandingshall, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders is a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii)this Section, make Canadian Swingline Loans up to the Canadian Swingline Sublimit in the aggregate outstanding at any time consisting of Canadian Prime Rate Loans or U.S. Index Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and the Canadian Swingline Lender shall not make and (which Notice of Borrowing, at the Canadian Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Local Time, on the Business Day on which such Canadian Swingline Loan is requested) provided further that the Canadian Swingline Lender shall not be obligated to make any Canadian Swingline Loan if at any time when any Canadian Lender is at such time a Defaulting Lender hereunder, unless the Canadian Swingline Lender has actual knowledge that (i) one entered into satisfactory arrangements with the Borrowers or more of such Canadian Lender to eliminate the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding DateLender’s Fronting Exposure. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in subject to periodic settlement with the Canadian Collateral granted Lenders under Section 2.7 below; provided, however, that during the months of November and December of each calendar year the Agent shall settle Canadian Swingline Loans at such times as it shall determine, in favor its discretion. (ii) The Canadian Swingline Lender shall, at the Lead Borrower’s request, make Canadian Swingline Loans (A) in reliance upon the Borrowers’ actual or deemed representations under Section 4.2 that the applicable conditions for borrowing are satisfied and (B) for Permitted Overadvances. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Lead Borrower shall give a Noncompliance Notice to the Agent and the Canadian Swingline Lender prior to requesting further Canadian Swingline Loans, and the Agent shall promptly provide each Canadian Lender with a copy of the Administrative Agent Noncompliance Notice. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Loan Documents, constitute Required Revolving Lenders may direct the Canadian Advances and Canadian Finance ObligationsSwingline Lender to, and bear interest at the rate applicable from time Canadian Swingline Lender thereupon shall, cease making Canadian Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 9.3. Unless the Required Revolving Lenders otherwise direct the Canadian Swingline Lender, the Canadian Swingline Lender may, but is not obligated to, continue to time make Canadian Swingline Loans beginning one Business Day after the Noncompliance Notice is furnished to the Revolving Lenders. Notwithstanding the foregoing, no Canadian Advances that are Canadian Prime Rate Swingline Loans shall be made pursuant to this subsection (a) (other than Permitted Overadvances) if the aggregate Credit Extensions (excluding FILO Loans) would exceed the limitations set forth in Section 2.1(a)(i), (iii) or Canadian Base Rate Loans, as the context may require(v).

Canadian Swingline Loans. In the case of a request for a Canadian Advance and so long as either (i) the aggregate amount of The Canadian Swingline Loans made since the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since the last Settlement Date, plus the amount of the requested Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding the foregoing limitation, the Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made is authorized by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” Lenders and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstandingshall, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders is a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii)this Section, make Canadian Swingline Loans up to the Canadian Swingline Sublimit in the aggregate outstanding at any time consisting of Canadian Prime Rate Loans or U.S. Index Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and the Canadian Swingline Lender shall not make and (which Notice of Borrowing, at the Canadian Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Local Time, on the Business Day on which such Canadian Swingline Loan is requested) provided further that the Canadian Swingline Lender shall not be obligated to make any Canadian Swingline Loan if at any time when any Canadian Lender is at such time a Defaulting Lender hereunder, unless the Canadian Swingline Lender has actual knowledge that (i) one entered into satisfactory arrangements with the Borrowers or more of such Canadian Lender to eliminate the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding DateLender’s Fronting Exposure. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in subject to periodic settlement with the Canadian Collateral granted Lenders under Section 2.7 below; provided, however, that during the months of November and December of each calendar year the Agent shall settle Canadian Swingline Loans at such times as it shall determine, in favor its discretion. (ii) The Canadian Swingline Lender shall, at the Lead Borrower’s request, make Canadian Swingline Loans (A) in reliance upon the Borrowers’ actual or deemed representations under Section 4.2 that the applicable conditions for borrowing are satisfied and (B) for Permitted Overadvances. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Lead Borrower shall give a Noncompliance Notice to the Agent and the Canadian Swingline Lender prior to requesting further Canadian Swingline Loans, and the Agent shall promptly provide each Canadian Lender with a copy of the Administrative Agent Noncompliance Notice. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Loan Documents, constitute Required Lenders may direct the Canadian Advances and Canadian Finance ObligationsSwingline Lender to, and bear interest at the rate applicable from time Canadian Swingline Lender thereupon shall, cease making Canadian Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 9.3. Unless the Required Lenders otherwise direct the Canadian Swingline Lender, the Canadian Swingline Lender may, but is not obligated to, continue to time make Canadian Swingline Loans beginning one Business Day after the Noncompliance Notice is furnished to the Lenders. Notwithstanding the foregoing, no Canadian Advances that are Canadian Prime Rate Swingline Loans shall be made pursuant to this subsection (a) (other than Permitted Overadvances) if the aggregate Credit Extensions would exceed the limitations set forth in Section 2.1(a)(i), (iii) or Canadian Base Rate Loans, as the context may require(v).

Canadian Swingline Loans. In Subject to the case of terms and conditions hereof, the Canadian Swingline Lender agrees to make swing line loans (individually, a request for a “Canadian Advance and so long as either Swingline Loan”; collectively, the “Canadian Swingline Loans”) to any Canadian Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed $50,000,000 (the “Canadian Swingline Sublimit”); provided that the Canadian Swingline Lender shall not make any Canadian Swingline Loans if, after doing so, (i) Canadian Availability would be less than zero, (ii) the aggregate amount of Aggregate Revolver Outstandings would exceed the Maximum Revolver Amount or (iii) the Aggregate Pro Rata Revolver Outstandings would exceed the Maximum Pro Rata Revolver Amount. Amounts borrowed by any Canadian Borrower under this Section 2.3(c) may be repaid and, through but excluding the Termination Date, reborrowed. All Canadian Swingline Loans shall be made since in Canadian Dollars as Canadian Prime Rate Loans and shall not be entitled to be converted into BA Equivalent Loans. The Borrowers’ Agent (on behalf of any Canadian Borrower) shall give the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since Lender irrevocable notice (which notice must be received by the last Settlement DateCanadian Swingline Lender prior to 12:00 noon, plus New York City time) on the requested Funding Date specifying (A) the identity of the Canadian Borrower and (B) the amount of the requested Canadian Swingline Loan does not exceed Loan, which shall be in a minimum amount of Cdn $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4, 100,000 or whole multiples of Cdn $50,000 in excess thereof. The proceeds of the “Canadian Swingline Sublimit”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding will be made available by the foregoing limitation, the Canadian Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “Canadian Swingline Loan” and all such Canadian Advances being referred to as “Canadian Swingline Loans”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds Borrower identified in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans notice at any time that one or more an office of the Canadian Revolving Lenders is a Defaulting Swingline Lender by wire transfer to the account of such Canadian LenderBorrower specified in such notice. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4) applicable to other Canadian Advances, Revolving Loans except that all payments thereon (including interest) on any Canadian Swingline Loan shall be payable to the Canadian Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii), the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.