Common use of Repayment of Canadian Swing Line Loans Clause in Contracts

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any Canadian Swing Line Lender may, upon notice to the Canadian Administrative Agent and the Administrative Agent, require each Lender (including such Canadian Swing Line Lender or its applicable Affiliate) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such Canadian Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall be Eurocurrency Loans. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay Canadian Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, such Lender shall be deemed, at the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Canadian Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Canadian Swing Line Loans. The Canadian Borrowers shall repay each outstanding Canadian Swing Line Loan on or prior to the Swing Line Loan Maturity Date relating thereto (i) Upon or, if earlier, on the occurrence date of a Default, the termination in full of the Total Canadian Commitment); provided that the Canadian Borrowers shall repay the aggregate Outstanding Amount of any Canadian Swing Line Lender may, upon notice to Loans at any time in excess of $25,000,000 with the proceeds of the Canadian Administrative Base Rate Loan requested under §2.14(c) (as the case may be), and each of the Canadian Borrowers agrees to apply and each of the Canadian Borrowers hereby authorizes the Canadian Agent and the Administrative Agent, require each Lender (including such Canadian Swing Line Lender or its applicable Affiliateto apply, such proceeds to the outstanding Canadian Swing Line Loans. Upon notice by the Canadian Swing Line Lender on any Business Day (i) following the Swing Line Loan Maturity Date relating to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such each Canadian Swing Line Loan or (including, without limitation, any interest accrued and unpaid thereon), for ii) at the purpose option of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall be Eurocurrency Loans. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any after the occurrence of an Event of Default, each of the Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation Banks hereby agrees to make Revolving Canadian Loans pursuant to this Section 2.5.1 the Canadian Borrowers constituting Canadian Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to repay such Bank’s Canadian Commitment Percentage of the aggregate Outstanding Amount of all Canadian Swing Line Loans (and the Canadian Agent may apply Cash Collateral available for such purpose with respect to the applicable Swing Line Loan). The proceeds thereof shall be unconditionalapplied directly by the Canadian Agent to repay outstanding Canadian Swing Line Loans and each of the Canadian Borrowers hereby authorizes such application. Each Canadian Bank hereby absolutely, continuingunconditionally and irrevocably agrees to make such Canadian Loans upon one Business Days’ notice as set forth above, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, notwithstanding (A) that the amount of such Canadian Loan may not comply with the applicable minimums set forth herein, (B) the failure of the Canadian Borrowers to meet the applicable conditions set forth in §00 xx §00 hereof, (C) the occurrence or continuance of a Default or an Event of Default hereunder, (D) the Total Canadian Commitment in effect at such time, (E) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender Canadian Bank may have against the Canadian Administrative AgentSwing Line Lender, the Administrative Agent, any Canadian Swing Line Lender Borrowers or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) Person for any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, reason whatsoever or (DF) any other circumstancesoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. In the event that any Lender fails it is impracticable for such Canadian Loan to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if made for any reason on the date otherwise required above, then each Canadian Bank hereby agrees that it shall forthwith purchase (as of the date such Canadian Loan would have been made, but adjusted for any Lender fails to make payment to payments received from the Canadian Administrative Agent of any amount due under this Section 2.5.1, Borrowers on or after such Lender shall be deemed, at date and prior to such purchase) from the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, and the Canadian Swing Line Lender shall sell to each Canadian Bank, such participations in the Canadian Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Canadian Banks to share in such Canadian Swing Line Loans pro rata based on their respective Canadian Commitment Percentages (without recourse or warranty, regard to any termination of the Total Canadian Commitment hereunder) by making available to the Canadian Agent an undivided interest and amount equal to such Bank’s participation in the applicable Canadian Swing Line Loan in Loans. No such funding or risk participations shall relieve or otherwise impair the amount obligation of such Revolving Loanthe Canadian Borrowers to repay Canadian Swing Line Loans, and such interest and participation may be recovered from such Lender together with interest thereon at as provided herein. Until a Bank funds its Canadian Base Rate Loan or risk participation pursuant to this §2.14(e) to refinance such Bank’s Canadian Commitment Percentage of any Canadian Swing Line Loan, interest in respect of such pro rata share shall be solely for the Federal Funds Effective Rate or, account of the Canadian Swing Line Lender. The Canadian Agent shall be responsible for invoicing the Canadian Borrowers for interest on the Canadian Swing Line Loans. The Canadian Borrowers shall make all payments of principal and interest in respect of the case Canadian Swing Line Loans directly to the Canadian Agent. If any Canadian Bank fails to make available to the Canadian Agent for the account of an the Canadian Swing Line Lender any amount payable in a currency other than Dollarsrequired to be paid by such Canadian Bank pursuant to the foregoing provisions of this §2.14(e), the Canadian Agent for the account of the Canadian Swing Line Lender shall be entitled to recover from such Canadian Bank, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Canadian Agent at a rate per annum equal to the applicable rate determined Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Canadian Administrative Agent in connection with the foregoing. If such Canadian Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Canadian Bank as a result of its discretion failure to pay the required amounts to the Canadian Agent for the account of the Canadian Swing Line Lender) shall constitute such Canadian Bank’s Canadian Base Rate Loan included in the relevant Canadian Base Rate borrowing or funded participation in the relevant Canadian Swing Line Loan, as the appropriate rate for interbank settlements, in each case, for each day during case may be. A certificate of the period commencing on the date of demand and ending on the date such amount is receivedCanadian Agent submitted to any Canadian Bank with respect to any amounts owing under this §2.14(e) shall be conclusive absent manifest error.

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any Canadian Swing Line Lender may, upon notice to the Canadian Administrative Agent and the Administrative Agent, may require each Lender (including such Canadian Swing Line Lender or its applicable AffiliateLender) to make a Revolving Loan in the amount of such Lender's ’s Pro Rata Share of such Canadian Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto timeCentral Time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto Chicago to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 (and in the case of any such Loan denominated in Canadian Dollars shall be promptly converted into Eurocurrency Loans) and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's ’s obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay Canadian Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, such Lender shall be deemed, at the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Canadian Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any Canadian Swing Line Lender may, upon notice to the Canadian Administrative Agent and the Administrative Agent, require each Lender (including such Canadian Swing Line Lender or its applicable Affiliate) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such Canadian Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall be Eurocurrency Loans. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay Canadian Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (A) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, such Lender shall be deemed, at the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Canadian Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any Canadian Swing Line Lender may, upon notice to the Canadian Administrative Agent and the Administrative Agent, may require each Lender (including such Canadian Swing Line Lender or its applicable AffiliateLender) to make a Revolving Loan in the amount of such Lender's ’s Pro Rata Share of such Canadian Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto Chicago time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto Chicago to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall initially be made Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Loans in the currency manner provided in which Section 2.10 and subject to the Canadian Swing Line Loan to be repaid is denominated, other conditions and shall be Eurocurrency Loanslimitations set forth in this Article II. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any Canadian Swing Line Loan, that any applicable condition precedent set out forth in Sections 4.1 or 4.2 had not then been satisfied, such Lender's ’s obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay Canadian Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (Aa) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person, (Bb) the occurrence or continuance of a Default or Unmatured Default, (Cc) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (Dd) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, such Lender shall be deemed, at the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Canadian Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any Canadian Swing Line Lender may, upon notice to the Canadian Administrative Agent and the Administrative Agent, may require each Lender (including such Canadian Swing Line Lender or its applicable AffiliateLender) to make a Revolving Loan in the amount of such Lender's ’s Pro Rata Share of such Canadian Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto timeCentral Time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto Chicago to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.10 (and in the case of any such Loan denominated in Canadian Dollars shall be promptly converted into Eurocurrency Loans) and subject to the other conditions and limitations set out in this Article II. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's ’s obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay Canadian Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, such Lender shall be deemed, at the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Canadian Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Canadian Swing Line Loans. (i) Upon The Canadian Borrowers shall repay each outstanding Canadian Swing Line Loan on or prior to the occurrence Swing Line Loan Maturity Date relating thereto; provided that the Canadian Borrowers shall repay the aggregate Outstanding Amount of a Default, any Canadian Swing Line Lender may, upon notice to Loans at any time in excess of $25,000,000 with the proceeds of the Canadian Administrative Base Rate Loan requested under §2.14(c) (as the case may be), and each of the Canadian Borrowers agrees to apply and each of the Canadian Borrowers hereby authorizes the Canadian Agent and the Administrative Agent, require each Lender (including such Canadian Swing Line Lender or its applicable Affiliateto apply, such proceeds to the outstanding Canadian Swing Line Loans. Upon notice by the Canadian Swing Line Lender on any Business Day (i) following the Swing Line Loan Maturity Date relating to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such each Canadian Swing Line Loan or (including, without limitation, any interest accrued and unpaid thereon), for ii) at the purpose option of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall be Eurocurrency Loans. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any after the occurrence of an Event of Default, each of the Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation Banks hereby agrees to make Revolving Canadian Loans pursuant to this Section 2.5.1 the Canadian Borrowers constituting Canadian Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to repay such Bank’s Canadian Commitment Percentage of the aggregate Outstanding Amount of all Canadian Swing Line Loans (and the Canadian Agent may apply Cash Collateral available for such purpose with respect to the applicable Swing Line Loan). The proceeds thereof shall be unconditionalapplied directly by the Canadian Agent to repay outstanding Canadian Swing Line Loans and each of the Canadian Borrowers hereby authorizes such application. Each Canadian Bank hereby absolutely, continuingunconditionally and irrevocably agrees to make such Canadian Loans upon one Business Day’s notice as set forth above, irrevocable and absolute and shall notwithstanding (i) that the amount of such Canadian Loan may not be affected by any circumstances, including, without limitationcomply with the applicable minimums set forth herein, (Aii) the failure of the Canadian Borrowers to meet the applicable conditions set forth in §00 xx §00 hereof, (iii) the occurrence or continuance of a Default or an Event of Default hereunder, (iv) the Total Canadian Commitment in effect at such time, (v) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender Canadian Bank may have against the Canadian Administrative AgentSwing Line Lender, the Administrative Agent, any Canadian Swing Line Lender Borrowers or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) Person for any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, reason whatsoever or (Dvi) any other circumstancesoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. In the event that any Lender fails it is impracticable for such Canadian Loan to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if made for any reason on the date otherwise required above, then each Canadian Bank hereby agrees that it shall forthwith purchase (as of the date such Canadian Loan would have been made, but adjusted for any Lender fails to make payment to payments received from the Canadian Administrative Agent of any amount due under this Section 2.5.1, Borrowers on or after such Lender shall be deemed, at date and prior to such purchase) from the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, and the Canadian Swing Line Lender shall sell to each Canadian Bank, such participations in the Canadian Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Canadian Banks to share in such Canadian Swing Line Loans pro rata based on their respective Canadian Commitment Percentages (without recourse or warranty, regard to any termination of the Total Canadian Commitment hereunder) by making available to the Canadian Agent an undivided interest and amount equal to such Bank’s participation in the applicable Canadian Swing Line Loan in Loans. No such funding or risk participations shall relieve or otherwise impair the amount obligation of such Revolving Loanthe Canadian Borrowers to repay Canadian Swing Line Loans, and such interest and participation may be recovered from such Lender together with interest thereon at as provided herein Until a Bank funds its Canadian Base Rate Loan or risk participation pursuant to this §2.14(e) to refinance such Bank’s Canadian Commitment Percentage of any Canadian Swing Line Loan, interest in respect of such pro rata share shall be solely for the Federal Funds Effective Rate or, account of the Canadian Swing Line Lender. The Canadian Agent shall be responsible for invoicing the Canadian Borrowers for interest on the Canadian Swing Line Loans. The Canadian Borrowers shall make all payments of principal and interest in respect of the case Canadian Swing Line Loans directly to the Canadian Agent. If any Canadian Bank fails to make available to the Canadian Agent for the account of an the Canadian Swing Line Lender any amount payable in a currency other than Dollarsrequired to be paid by such Canadian Bank pursuant to the foregoing provisions of this §2.14(e), the Canadian Agent for the account of the Canadian Swing Line Lender shall be entitled to recover from such Canadian Bank, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Canadian Agent at a rate per annum equal to the applicable rate determined Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Canadian Administrative Agent in connection with the foregoing. If such Canadian Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Canadian Bank as a result of its discretion failure to pay the required amounts to the Canadian Agent for the account of the Canadian Swing Line Lender) shall constitute such Canadian Bank’s Canadian Base Rate Loan included in the relevant Canadian Base Rate borrowing or funded participation in the relevant Canadian Swing Line Loan, as the appropriate rate for interbank settlements, in each case, for each day during case may be. A certificate of the period commencing on the date of demand and ending on the date such amount is receivedCanadian Agent submitted to any Canadian Bank with respect to any amounts owing under this §2.14(e) shall be conclusive absent manifest error.

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any The Canadian Borrower shall repay each outstanding Canadian Swing Line Lender may, upon notice Loan on or prior to the Swing Line Loan Maturity Date relating thereto. Upon notice by the Canadian Administrative Agent and Swing Line Bank on any Business Day (whether before or on the Maturity Date), each of the Domestic Banks hereby agrees to make payments in Dollars to the Administrative Agent, require each Lender (including such for the account of the Canadian Swing Line Lender or its applicable Affiliate) Bank, on the next succeeding Business Day following such notice, in an amount equal to make a Revolving Loan in such Bank's Domestic Commitment Percentage of the Dollar Equivalent of the aggregate amount of such Lender's Pro Rata Share of such all Canadian Swing Line Loan (includingLoans outstanding. The parties hereto agree that such payments made to the Administrative Agent for the account of the Canadian Swing Line Bank shall constitute Domestic Revolving Credit Loans made to the Borrower hereunder, without limitation, any interest accrued and unpaid thereon), shall be deemed to have been requested by the Borrower as Domestic Revolving Credit Loans for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to Borrower's obligations under the Canadian Administrative Agent at its address specified pursuant Guaranty to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominatedBank, and shall constitute a Domestic Base Rate Loan. The proceeds thereof shall be Eurocurrency Loans. Unless a Lender shall have notified such applied directly to the Canadian Swing Line Lender, prior Bank to its making any repay the Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, Bank for such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay outstanding Canadian Swing Line Loans shall be unconditionaland the Borrower hereby authorizes such direct payment. Each Domestic Bank hereby absolutely, continuingunconditionally and irrevocably agrees to make such Domestic Revolving Credit Loans upon one Business Day's notice as set forth above, irrevocable and absolute and shall notwithstanding (i) that the amount of such Loan may not be affected by any circumstances, including, without limitationcomply with the applicable minimums set forth in Section 2.3 hereof, (Aii) any set-off, counterclaim, recoupment, defense the failure of the Borrower to meet the conditions set forth in Section Section 9 or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person10 hereof, (Biii) the occurrence or continuance of a Default or Unmatured Defaultan Event of Default hereunder, (Civ) any adverse change the date of such Loan, and (v) the Total Domestic Commitment in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoevereffect at such time. In the event that any Lender fails it is impracticable for such payments to make payment be made to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until or the Canadian Administrative Agent receives such payment from such Lender Swing Line Bank or such obligation is otherwise fully satisfied. In addition Loan to the foregoing, if be made for any reason on the date otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith purchase (as of the date such Loan would have been made, but adjusted for any Lender fails to make payment to payments received from the Canadian Administrative Agent of any amount due under this Section 2.5.1Borrower or the Borrower on or after such date and prior to such purchase) from the Canadian Swing Line Bank, and the Canadian Swing Line Bank shall sell to each Domestic Bank, such Lender participations in Dollars in the Canadian Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be deemed, at necessary to cause the option of the Canadian Administrative Agent, Domestic Banks to have unconditionally and irrevocably purchased from share in such Canadian Swing Line Lender, Loans pro rata based on their respective Domestic Commitment Percentages (without recourse or warranty, regard to any termination of the Total Domestic Commitment) by making available to the Canadian Swing Line Bank an undivided interest and amount in Dollars equal to such Bank's Dollar Equivalent of its participation in the applicable Canadian Swing Line Loan in Loans; provided that (x) all interest payable on the Canadian Swing Line Loans shall be for the account of the Canadian Swing Line Bank as a funding and administrative fee until the date as of which the respective participation is purchased (unless paid to the Canadian Swing Line Bank pursuant to clause (y) below), and (y) at the time any purchase of such participation is actually made, the purchasing Bank shall be required to pay the Canadian Swing Line Bank interest on the principal amount of such Revolving Loan, and such interest and the participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, so purchased for each day during from and including the period commencing on date such Loan would otherwise have been made until the date of demand and ending on payment for such participation at the date rate of interest in effect applicable to Base Rate Loans during such amount is receivedperiod.

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any Canadian Swing Line Lender may, upon notice to the Canadian Administrative Agent and the Administrative Agent, require each Lender (including such Canadian Swing Line Lender or its applicable Affiliate) to make a Revolving Loan in the amount of such Lender's ’s Pro Rata Share of such Canadian Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall be Eurocurrency Loans. Unless a Lender shall have notified such Canadian Swing Line Lender, prior to its making any Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's ’s obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay Canadian Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, such Lender shall be deemed, at the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Canadian Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Canadian Swing Line Loans. (i) Upon The Canadian Borrowers shall repay each outstanding Canadian Swing Line Loan on or prior to the occurrence Swing Line Loan Maturity Date relating thereto; provided that the Canadian Borrowers shall repay the aggregate Outstanding Amount of a Default, any Canadian Swing Line Lender may, upon notice to Loans at any time in excess of $25,000,000 with the proceeds of the Canadian Administrative Base Rate Loan requested under §2.14(c) (as the case may be), and each of the Canadian Borrowers agrees to apply and each of the Canadian Borrowers hereby authorizes the Canadian Agent and the Administrative Agent, require each Lender (including such Canadian Swing Line Lender or its applicable Affiliateto apply, such proceeds to the outstanding Canadian Swing Line Loans. Upon notice by the Canadian Swing Line Lender on any Business Day (i) following the Swing Line Loan Maturity Date relating to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such each Canadian Swing Line Loan or (including, without limitation, any interest accrued and unpaid thereon), for ii) at the purpose option of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to the Canadian Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominated, and shall be Eurocurrency Loans. Unless a Lender shall have notified such Canadian Swing Line Lender, prior after the occurrence of an Event of Default, each of the Canadian Banks hereby agrees to its making any make Canadian Loans to the Canadian Borrowers constituting Canadian Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to such Bank’s Canadian Commitment Percentage of the aggregate Outstanding Amount of all Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.1 Loans. The proceeds thereof shall be applied directly by the Canadian Agent to repay outstanding Canadian Swing Line Loans shall be unconditionaland each of the Canadian Borrowers hereby authorizes such application. Each Canadian Bank hereby absolutely, continuingunconditionally and irrevocably agrees to make such Canadian Loans upon one Business Day’s notice as set forth above, irrevocable and absolute and shall notwithstanding (i) that the amount of such Canadian Loan may not be affected by any circumstances, including, without limitationcomply with the applicable minimums set forth herein, (Aii) the failure of the Canadian Borrowers to meet the applicable conditions set forth in §§11 or 12 hereof, (iii) the occurrence or continuance of a Default or an Event of Default hereunder, (iv) the Total Canadian Commitment in effect at such time, (v) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender Canadian Bank may have against the Canadian Administrative AgentSwing Line Lender, the Administrative Agent, any Canadian Swing Line Lender Borrowers or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) Person for any adverse change in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, reason whatsoever or (Dvi) any other circumstancesoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. In the event that any Lender fails it is impracticable for such Canadian Loan to make payment to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Canadian Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if made for any reason on the date otherwise required above, then each Canadian Bank hereby agrees that it shall forthwith purchase (as of the date such Canadian Loan would have been made, but adjusted for any Lender fails to make payment to payments received from the Canadian Administrative Agent of any amount due under this Section 2.5.1, Borrowers on or after such Lender shall be deemed, at date and prior to such purchase) from the option of the Canadian Administrative Agent, to have unconditionally and irrevocably purchased from such Canadian Swing Line Lender, and the Canadian Swing Line Lender shall sell to each Canadian Bank, such participations in the Canadian Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Canadian Banks to share in such Canadian Swing Line Loans pro rata based on their respective Canadian Commitment Percentages (without recourse or warranty, regard to any termination of the Total Canadian Commitment hereunder) by making available to the Canadian Agent an undivided interest and amount equal to such Bank’s participation in the applicable Canadian Swing Line Loan in Loans. No such funding or risk participations shall relieve or otherwise impair the amount obligation of such Revolving Loanthe Canadian Borrowers to repay Canadian Swing Line Loans, and such interest and participation may be recovered from such Lender together with interest thereon at as provided herein. Until a Bank funds its Canadian Base Rate Loan or risk participation pursuant to this §2.14(e) to refinance such Bank’s Canadian Commitment Percentage of any Canadian Swing Line Loan, interest in respect of such pro rata share shall be solely for the Federal Funds Effective Rate or, account of the Canadian Swing Line Lender. The Canadian Agent shall be responsible for invoicing the Canadian Borrowers for interest on the Canadian Swing Line Loans. The Canadian Borrowers shall make all payments of principal and interest in respect of the case Canadian Swing Line Loans directly to the Canadian Agent. If any Canadian Bank fails to make available to the Canadian Agent for the account of an the Canadian Swing Line Lender any amount payable in a currency other than Dollarsrequired to be paid by such Canadian Bank pursuant to the foregoing provisions of this §2.14(e), the Canadian Agent for the account of the Canadian Swing Line Lender shall be entitled to recover from such Canadian Bank, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Canadian Agent at a rate per annum equal to the applicable rate determined Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Canadian Administrative Agent in connection with the foregoing. If such Canadian Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Canadian Bank as a result of its discretion failure to pay the required amounts to the Canadian Agent for the account of the Canadian Swing Line Lender) shall constitute such Canadian Bank’s Canadian Base Rate Loan included in the relevant Canadian Base Rate borrowing or funded participation in the relevant Canadian Swing Line Loan, as the appropriate rate for interbank settlements, in each case, for each day during case may be. A certificate of the period commencing on the date of demand and ending on the date such amount is receivedCanadian Agent submitted to any Canadian Bank with respect to any amounts owing under this §2.14(e) shall be conclusive absent manifest error.

Repayment of Canadian Swing Line Loans. (i) Upon the occurrence of a Default, any The Canadian Borrower shall repay each outstanding Canadian Swing Line Lender may, upon notice Loan on or prior to the Swing Line Loan Maturity Date relating thereto. Upon notice by the Canadian Administrative Agent and Swing Line Bank on any Business Day (whether before or on the Maturity Date), each of the Domestic Banks hereby agrees to make payments in Dollars to the Administrative Agent, require each Lender (including such for the account of the Canadian Swing Line Lender or its applicable Affiliate) Bank, on the next succeeding Business Day following such notice, in an amount equal to make a Revolving Loan in such Bank's Domestic Commitment Percentage of the Dollar Equivalent of the aggregate amount of such Lender's Pro Rata Share of such all Canadian Swing Line Loan (includingLoans outstanding. The parties hereto agree that such payments made to the Administrative Agent for the account of the Canadian Swing Line Bank shall constitute Domestic Revolving Credit Loans made to the Borrower hereunder, without limitation, any interest accrued and unpaid thereon), shall be deemed to have been requested by the Borrower as Domestic Revolving Credit Loans for the purpose of repaying such Canadian Swing Line Loan. Not later than noon (Toronto time) on the third Business Day following the date of any notice received pursuant to this Section 2.5.1, each Lender shall make available its required Revolving Loan, in funds immediately available in Toronto to Borrower's obligations under the Canadian Administrative Agent at its address specified pursuant Guaranty to Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall be made in the currency in which the Canadian Swing Line Loan to be repaid is denominatedBank, and shall constitute a Domestic Base Rate Loan. The proceeds thereof shall be Eurocurrency Loans. Unless a Lender shall have notified such applied directly to the Canadian Swing Line Lender, prior Bank to its making any repay the Canadian Swing Line Loan, that any applicable condition precedent set out in Sections 4.1 or 4.2 had not then been satisfied, Bank for such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.1 to repay outstanding Canadian Swing Line Loans shall be unconditionaland the Borrower hereby authorizes such direct payment. Each Domestic Bank hereby absolutely, continuingunconditionally and irrevocably agrees to make such Domestic Revolving Credit Loans upon one Business Day's notice as set forth above, irrevocable and absolute and shall notwithstanding (i) that the amount of such Loan may not be affected by any circumstances, including, without limitationcomply with the applicable minimums set forth in ss.2.3 hereof, (Aii) any set-off, counterclaim, recoupment, defense the failure of the Borrower to meet the conditions set forth in ss.ss.9 or other right which such Lender may have against the Canadian Administrative Agent, the Administrative Agent, any Canadian Swing Line Lender or any other Person10 hereof, (Biii) the occurrence or continuance of a Default or Unmatured Defaultan Event of Default hereunder, (Civ) any adverse change the date of such Loan, and (v) the Total Domestic Commitment in the condition (financial or otherwise) of the Parent or the applicable Canadian Borrower, or (D) any other circumstances, happening or event whatsoevereffect at such time. In the event that any Lender fails it is impracticable for such payments to make payment be made to the Canadian Administrative Agent of any amount due under this Section 2.5.1, the Canadian Administrative Agent and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until or the Canadian Administrative Agent receives such payment from such Lender Swing Line Bank or such obligation is otherwise fully satisfied. In addition Loan to the foregoing, if be made for any reason on the date otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith purchase (as of the date such Loan would have been made, but adjusted for any Lender fails to make payment to payments received from the Canadian Administrative Agent of any amount due under this Section 2.5.1Borrower or the Borrower on or after such date and prior to such purchase) from the Canadian Swing Line Bank, and the Canadian Swing Line Bank shall sell to each Domestic Bank, such Lender participations in Dollars in the Canadian Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be deemed, at necessary to cause the option of the Canadian Administrative Agent, Domestic Banks to have unconditionally and irrevocably purchased from share in such Canadian Swing Line Lender, Loans pro rata based on their respective Domestic Commitment Percentages (without recourse or warranty, regard to any termination of the Total Domestic Commitment) by making available to the Canadian Swing Line Bank an undivided interest and amount in Dollars equal to such Bank's Dollar Equivalent of its participation in the applicable Canadian Swing Line Loan in Loans; provided that (x) all interest payable on the Canadian Swing Line Loans shall be for the account of the Canadian Swing Line Bank as a funding and administrative fee until the date as of which the respective participation is purchased (unless paid to the Canadian Swing Line Bank pursuant to clause (y) below), and (y) at the time any purchase of such participation is actually made, the purchasing Bank shall be required to pay the Canadian Swing Line Bank interest on the principal amount of such Revolving Loan, and such interest and the participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the applicable rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, in each case, so purchased for each day during from and including the period commencing on date such Loan would otherwise have been made until the date of demand and ending on payment for such participation at the date rate of interest in effect applicable to Base Rate Loans during such amount is receivedperiod.