Common use of Swingline Loans; Settlement Clause in Contracts

Swingline Loans; Settlement. (a) The Agent may, but shall not be obligated to, advance (i) Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”), up to an aggregate outstanding amount of the lesser of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, that payments thereon shall be made to the Agent for its own account. The obligation of the applicable Borrowers to repay Swingline Loans shall be evidenced by the records of the Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized.

Swingline Loans; Settlement. (ad) The Agent mayEach Swingline Lender, but shall not be obligated toin reliance upon the agreements of the other Lenders set forth herein, may in its sole discretion advance (i) Canadian Swingline Loans to the U.S. Borrowers (“or U.S. Swingline Loans”), as applicable, to Borrowers from time to time on any Business Day through the Canadian Revolver Commitment Termination Date or the U.S. Revolver Commitment Termination Date, as applicable, up to an aggregate outstanding amount of $20,000,000; provided that (i) the lesser aggregate outstanding amount of any U.S. Swingline Loans advanced pursuant to this Section 4.1.3 shall not exceed the U.S. Swingline Sublimit, (ii) the aggregate outstanding amount of any Canadian Swingline Loans advanced pursuant to this Section 4.1.3 shall not exceed the Canadian Swingline Sublimit and (iii) after giving effect to any Swingline Loan, (A) $6,000,000 and the Total Revolver Usage shall not exceed the Commitments, (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to Revolver Usage at such time plus the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each requested U.S. Swingline Loan shall constitute a not exceed the U.S. Borrowing Base and (C) the Canadian Revolver Loan for all purposes and each Usage at such time plus the Dollar Equivalent of the requested Canadian Swingline Loan shall not exceed the Canadian Borrowing Base. The Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and without limitation of the Swingline Lenders’ general discretion to make Swingline Loans as set forth above, the applicable Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such advance of Swingline Loans will have, Fronting Exposure. Swingline Loans shall constitute a Canadian Revolver Loan Loans for all purposes, except, in each case, except that payments thereon shall be made to the Agent applicable Swingline Lender for its own accountaccount until Applicable Lenders have funded their participations therein as provided below. The obligation Within the foregoing limits, and subject to the other terms and conditions hereof and of the applicable Credit Agreement, the Borrowers to repay may borrow in accordance with this Section 4.1.3, prepay under Section 5.1, without penalty or premium, and reborrow in accordance with this Section 4.1.3. Swingline Loans shall be evidenced by Base Rate Loans or Canadian Prime Rate Loans and bear interest (i) if a U.S. Base Rate Loan, at the records of 71 US-DOCS\123034949.14 U.S. Base Rate in effect from time to time, plus the Agent and need not be evidenced by any promissory noteApplicable Margin or (ii) if a Canadian Base Rate Loan, at the Canadian Base Rate in effect from time to time, plus the Applicable Margin. The Borrowers acknowledge that in Interest shall accrue from the event that date a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender is advanced or the Obligation is incurred or payable, until paid by Borrowers or settled pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized4.1.3(b).