Common use of The Canadian Swing Line Clause in Contracts

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.2, to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations, may exceed the amount of that Lender’s Canadian Revolver Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Loans of any Canadian Revolver Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that Lender’s Canadian Revolver Commitment, and provided further that Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Canadian Borrower may borrow under this Section 2.4.2, prepay under Section 5.2.3, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Canadian Swingline Lender agrees, in reliance upon the agreements of the other Canadian Revolver Revolving Lenders set forth in this Section 2.4.22.6, to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Swingline Loan” and, collectively, “Canadian Swingline Loans”) to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Period in an aggregate amount not to exceed at any time outstanding an aggregate Dollar Amount of TEN MILLION U.S. DOLLARS (U.S.$10,000,000) (the amount of “Canadian Swingline Committed Amount”) for the Canadian Swing Line Sublimitpurposes hereinafter set forth, notwithstanding the fact that such Canadian Swing Line Swingline Loans, when aggregated with the sum of the Outstanding Amount outstanding amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsRevolving Loans, may exceed the amount of that the Canadian Swingline Lender’s Canadian Revolver Commitment; provided, however, that after giving effect to any Canadian Swing Line Swingline Loan, (i) the sum aggregate principal Dollar Amount (determined as of (Athe most recent Determination Date) the Canadian Revolver Outstandings of outstanding Revolving Loans, Swingline Loans and (B) the U.S. Revolver Outstandings LOC Obligations shall not exceed the Total Borrowing Base at such time, Aggregate Revolving Committed Amount and (ii) with regard to the Canadian Revolving Lenders collectively, the aggregate Outstanding principal Dollar Amount (determined as of the Canadian Revolver Loans of any Canadian Revolver Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage most recent Determination Date) of the Outstanding Amount of all outstanding Canadian L/C Obligations at such time, Revolving Loans plus such outstanding Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Swingline Loans at such time shall not exceed that Lender’s the Canadian Revolver Commitment, and provided further that Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line LoanRevolving Committed Amount. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.22.6, prepay under Section 5.2.32.10, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate2.6. Immediately upon the making of a Canadian Swing Line Swingline Loan, each Canadian Revolver Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Canadian Swingline Lender a risk participation in such Canadian Swing Line Swingline Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Revolving Commitment Percentage times the amount of such Canadian Swing Line Swingline Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Canadian Swing Line Lender agreesmay in its sole and absolute discretion, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.22.23, to make loans in Canadian Dollars dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to either Canadian Borrower from time to time on any Business Day during or after the period commencing on Funding Date until the Closing Date through earlier of the Commitment Maturity Date and the termination of the Total Canadian Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Canadian Revolving Credit Exposure of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Canadian Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations, may exceed the amount of that such Lender’s Canadian Revolver Revolving Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Canadian Revolving Credit Exposure of (A) the all Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings Lenders shall not exceed the Total Borrowing Base Canadian Revolving Commitments at such time, and (ii) the aggregate Outstanding Amount Canadian Revolving Credit Exposure of the each Canadian Revolver Loans of any Canadian Revolver Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Lender’s Canadian Revolver Revolving Commitment, and provided further provided, further, that the Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Canadian Borrower may borrow under this Section 2.4.22.23(a), prepay under Section 5.2.32.11, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate2.23(a). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Revolving Pro Rata Percentage times the amount of such Canadian Swing Line Loan. Each Canadian Lender shall have the obligation to purchase and fund risk participations in the Canadian Swing Line Loans and to refinance Canadian Swing Line Loans as provided in this Agreement.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Canadian Swing Line Lender agreesmay in its sole and absolute discretion, in reliance upon the agreements of the other Canadian Revolver Revolving Lenders set forth in this Section 2.4.22.23, to make loans in Canadian Dollars dollars or U.S. Dollars (as requested by Borrower Agent) dollars (each such loan, a “Canadian Swing Line Loan”) to Canadian the Parent Borrower from time to time on any Business Day during the period commencing on or after the Closing Date through until the Commitment earlier of the Maturity Date and the termination of the Total Canadian Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Canadian Revolving Credit Exposure of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Canadian Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations, may exceed the amount of that Lendersuch Xxxxxx’s Canadian Revolver Revolving Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Canadian Revolving Credit Exposure of (A) the all Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings Revolving Lenders shall not exceed the Total Borrowing Base Canadian Revolving Commitments at such time, and (ii) the aggregate Outstanding Amount Canadian Revolving Credit Exposure of the each Canadian Revolver Loans of any Canadian Revolver Revolving Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that Lendersuch Xxxxxx’s Canadian Revolver Revolving Commitment, and provided further provided, further, that Canadian the Parent Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Canadian Parent Borrower may borrow under this Section 2.4.22.23(a)(ii), prepay under Section 5.2.32.11, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate2.23(a)(ii). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Revolving Lender’s Canadian Revolver Revolving Pro Rata Percentage (expressed as a decimal) times the amount of such Canadian Swing Line Loan. Each Canadian Revolving Lender shall have the obligation to purchase and fund risk participations in the Canadian Swing Line Loans and to refinance Canadian Swing Line Loans as provided in this Agreement.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.23.05, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to each Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Pro Rata Share of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender Committed Borrowings and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Canadian Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Canadian Lender’s Canadian Revolver Commitment; provided, however, that (x) after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Total Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Committed Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time Canadian Lender’s Bankers’ Acceptances shall not exceed that such Canadian Lender’s Canadian Revolver Commitment, and provided further (iii) the aggregate Outstanding Amount of Canadian Swing Line Loans plus the aggregate Outstanding Amount of U.S. Swing Line Loans shall not exceed $50,000,000, (y) that the applicable Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line LoanLoan and (z) the Canadian Swing Line Lender shall not be obligated to make any Canadian Swing Line Loan if it shall determine (after giving effect to Section 4.10(a)(iv)) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the any other terms and conditions hereof, the applicable Canadian Borrower may borrow under this Section 2.4.23.05, prepay under Section 5.2.33.06, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate3.05(a). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.22.04(B), to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) in Dollars and Canadian Dollars to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Applicable Percentage of the Outstanding Amount of Canadian Revolver Revolving Credit Loans of such Lender acting as Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Lender’s Canadian Revolver Revolving Credit Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Canadian Revolver Outstandings and (B) the U.S. Revolver Total Revolving Credit Outstandings shall not exceed the lesser of (x) the Revolving Credit Facility and (y) the Total Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Revolving Credit Loans of any Canadian Revolver Lender at such timeRevolving Credit Lender, plus such Canadian Revolver Revolving Credit Lender’s Canadian Revolver Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Revolving Credit Lender’s Canadian Revolver Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Canadian Revolving Credit Lender’s Canadian Revolver Commitment, Revolving Credit Commitment and (iii) the Total Canadian Revolving Credit Outstandings shall not exceed the lesser of (x) the Canadian Revolving Credit Facility and (y) the Canadian Borrowing Base; provided further that the Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.22.04(B), prepay under Section 5.2.32.05, and reborrow under this Section 2.4.22.04(B); and provided further that the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if any Canadian Revolving Credit Lender is at that time a Defaulting Lender, unless the Canadian Swing Line Lender has entered into arrangements, including reallocation of the Defaulting Lender’s Applicable Percentage of the Canadian Revolving Credit Exposure pursuant to Section 2.17(d2.18(a)(iv) or the delivery of Cash Collateral, in a manner satisfactory to the Canadian Swing Line Lender (in its sole discretion) with the Canadian Borrower or such Lender to eliminate the Canadian Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(d2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be borrowed or all other Swing Line Loans as to which the Canadian Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Each Canadian Swing Line Loan denominated in Dollars shall bear interest only at a rate based on either the Canadian Base Rate or Rate. Each Canadian Swing Line Loan denominated in Canadian Dollars shall bear interest only at a rate based on the Canadian Prime Rate. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Revolving Credit Lender’s Canadian Revolver Applicable Percentage times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.23.05, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Pro Rata Share of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender Committed Borrowings and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Canadian Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Canadian Lender’s Canadian Revolver Commitment; provided, however, that (x) after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Total Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Committed Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time Canadian Lender’s Bankers’ Acceptances shall not exceed that such Canadian Lender’s Canadian Revolver Commitment, and provided further (iii) the aggregate Outstanding Amount of Canadian Swing Line Loans plus the aggregate Outstanding Amount of U.S. Swing Line Loans shall not exceed $50,000,000, (y) that the Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line LoanLoan and (z) the Canadian Swing Line Lender shall not be obligated to make any Canadian Swing Line Loan if it shall determine (after giving effect to Section 4.10(a)(iv)) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the any other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.23.05, prepay under Section 5.2.33.06, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage times the amount of such Canadian Swing Line Loan.3.05

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.22.04(B), to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) in Dollars and Canadian Dollars to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Applicable Percentage of the Outstanding Amount of Canadian Revolver Revolving Credit Loans of such Lender acting as Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Lender’s 's Canadian Revolver Revolving Credit Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Canadian Revolver Outstandings and (B) the U.S. Revolver Total Revolving Credit Outstandings shall not exceed the lesser of (x) the Revolving Credit Facility and (y) the Total Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Revolving Credit Loans of any Canadian Revolver Lender at such timeRevolving Credit Lender, plus such Canadian Revolver Revolving Credit Lender’s Canadian Revolver 's Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Revolving Credit Lender’s Canadian Revolver 's Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Canadian Revolving Credit Lender’s 's Canadian Revolver Commitment, Revolving Credit Commitment and (iii) the Total Canadian Revolving Credit Outstandings shall not exceed the lesser of (x) the Canadian Revolving Credit Facility and (y) the Canadian Borrowing Base; provided further that the Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.22.04(B), prepay under Section 5.2.32.05, and reborrow under this Section 2.4.22.04(B); and provided further that the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if any Canadian Revolving Credit Lender is at that time a Defaulting Lender, unless the Canadian Swing Line Lender has entered into arrangements, including reallocation of the Defaulting Lender's Applicable Percentage of the Canadian Revolving Credit Exposure pursuant to Section 2.17(d) or the delivery of Cash Collateral, in a manner satisfactory to the Canadian Swing Line Lender (in its sole discretion) with the Canadian Borrower or such Lender to eliminate the Canadian Swing Line Lender's actual or potential Fronting Exposure (after giving effect to Section 2.17(d)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be borrowed or all other Swing Line Loans as to which the Canadian Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Each Canadian Swing Line Loan denominated in Dollars shall bear interest only at a rate based on either the Canadian Base Rate or Rate. Each Canadian Swing Line Loan denominated in Canadian Dollars shall bear interest only at a rate based on the Canadian Prime Rate. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Revolving Credit Lender’s Canadian Revolver 's Applicable Percentage times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.22.04(B), to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) in Dollars and Canadian Dollars to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Applicable Percentage of the Outstanding Amount of Canadian Revolver Revolving Credit Loans of such Lender acting as Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Lender’s Canadian Revolver Revolving Credit Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Canadian Revolver Outstandings and (B) the U.S. Revolver Total Revolving Credit Outstandings shall not exceed the lesser of (x) the Revolving Credit Facility and (y) the Total Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Revolving Credit Loans of any Canadian Revolver Lender at such timeRevolving Credit Lender, plus such Canadian Revolver Revolving Credit Lender’s Canadian Revolver Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Revolving Credit Lender’s Canadian Revolver Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Canadian Revolving Credit Lender’s Canadian Revolver Commitment, Revolving Credit Commitment and (iii) the Total Canadian Revolving Credit Outstandings shall not exceed the lesser of (x) the Canadian Revolving Credit Facility and (y) the Canadian Borrowing Base; and provided further that the Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.22.04(B), prepay under Section 5.2.32.05, and reborrow under this Section 2.4.22.04(B). Each Canadian Swing Line Loan denominated in Dollars shall bear interest only at a rate based on either the Canadian Base Rate or Rate. Each Canadian Swing Line Loan denominated in Canadian Dollars shall bear interest only at a rate based on the Canadian Prime Rate. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Appropriate Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Revolving Credit Lender’s Canadian Revolver Applicable Percentage times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.2, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum of the Outstanding Amount of Canadian Revolver Committed Loans of such Lender acting as the Canadian Swing Line Lender and such Lender’s in its capacity as a Canadian Revolver Percentage Lender of the Outstanding Amount of all Committed Canadian L/C ObligationsLoans, may exceed the amount of that such Lender’s Commitment regarding Committed Canadian Revolver CommitmentLoans; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Outstanding Amount of (A) the all Canadian Revolver Outstandings Loans, L/C Obligations regarding Canadian Letters of Credit and (B) the U.S. Revolver Outstandings aggregate Acceptance Usage shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Committed Canadian Revolver Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeregarding Canadian Letters of Credit, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time Lender’s Pro Rata Share of aggregate Acceptance Usage shall not exceed that such Canadian Lender’s Commitment regarding Canadian Revolver CommitmentLoans, Acceptances and provided further that Canadian Borrower shall not use the proceeds Letters of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line LoanCredit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.22.05, prepay under Section 5.2.32.06, and reborrow under this Section 2.4.22.05. Each Canadian Swing Line Loan shall bear interest only at be a rate based on either the Canadian Base Rate or the Canadian Prime RateLoan. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share times the amount of such Canadian Swing Line Loan. The Canadian Swing Line Lender shall not be under any obligation to make any Canadian Swing Line Loan if any Canadian Lender is at such time an Impacted Lender hereunder, unless the Canadian Swing Line Lender has been provided cash collateral as contemplated by Section 2.16 or has entered into satisfactory arrangements with the Canadian Borrower or such Canadian Lender to eliminate the Canadian Swing Line Lender’s risk with respect to such Canadian Lender.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.2, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum of the Outstanding Amount of Canadian Revolver Committed Loans of such Lender acting as the Canadian Swing Line Lender and such Lender’s in its capacity as a Canadian Revolver Percentage Lender of the Outstanding Amount of all Committed Canadian L/C ObligationsLoans, may exceed the amount of that such Lender’s Commitment regarding Committed Canadian Revolver CommitmentLoans; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Outstanding Amount of (A) the all Canadian Revolver Outstandings Loans, L/C Obligations regarding Canadian Letters of Credit and (B) the U.S. Revolver Outstandings aggregate Acceptance Usage shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Committed Canadian Revolver Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeregarding Canadian Letters of Credit, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time the aggregate Acceptance Usage of such Canadian Lender shall not exceed that such Canadian Lender’s Commitment regarding Canadian Revolver CommitmentLoans, Acceptances and provided further that Canadian Borrower shall not use the proceeds Letters of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line LoanCredit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.22.05, prepay under Section 5.2.32.06, and reborrow under this Section 2.4.22.05. Each Canadian Swing Line Loan shall bear interest only at be a rate based on either the Canadian Base Rate or the Canadian Prime RateLoan. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share times the amount of such Canadian Swing Line Loan. The Canadian Swing Line Lender shall not be under any obligation to make any Canadian Swing Line Loan if any Canadian Lender is at such time an Impacted Lender hereunder, unless the Canadian Swing Line Lender has been provided cash collateral as contemplated by Section 2.16 or has entered into satisfactory arrangements with the Canadian Borrower or such Canadian Lender to eliminate the Canadian Swing Line Lender’s risk with respect to such Canadian Lender.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Revolving Credit Lenders set forth in this Section 2.4.22.04.B, to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) in U.S. Dollars and Canadian Dollars, to the Canadian Borrower Borrowers from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender and such Lender’s Canadian Revolver Applicable Revolving Credit Percentage of the Outstanding Amount of all Canadian Revolving Credit Loans and L/C ObligationsObligations of the Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Canadian Lender’s Canadian Revolver Revolving Credit Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Canadian Revolver Outstandings and (B) the U.S. Revolver Total Revolving Credit Outstandings shall not exceed the U.S. Revolving Credit Facility, (ii) the Total Borrowing Base Revolving Credit Outstandings in respect of the Canadian Revolving Credit Facility at such time, time shall not exceed the Canadian Revolving Credit Facility and (iiiii) the aggregate Outstanding Amount of the Canadian Revolver Revolving Credit Loans of any Canadian Revolver Revolving Credit Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Applicable Revolving Credit Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Applicable Revolving Credit Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Lender’s Canadian Revolver Revolving Credit Commitment, and provided further that the Canadian Borrower Borrowers shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower Borrowers may borrow under this Section 2.4.22.04.B, prepay under Section 5.2.32.06, and reborrow under this Section 2.4.2. 2.04.B. Each Canadian Swing Line Loan shall bear interest only at be (i) in the case of a rate based on either the Canadian Swing Line Loan that is denominated in U.S. Dollars, a U.S. Base Rate Loan or (ii) in the case of a Canadian Swing Line Loan that is denominated in Canadian Dollars, a Canadian Prime RateRate Loan. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Revolving Credit Lender’s Canadian Revolver Applicable Revolving Credit Percentage times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Canadian Swing Line Lender agreesmay in its sole and absolute discretion, in reliance upon the agreements of the other Canadian Revolver Revolving Lenders set forth in this Section 2.4.22.23, to make loans in Canadian Dollars dollars or U.S. Dollars (as requested by Borrower Agent) dollars (each such loan, a “Canadian Swing Line Loan”) to Canadian the Parent Borrower from time to time on any Business Day during the period commencing on or after the Closing Date through until the Commitment earlier of the Maturity Date and the termination of the Total Canadian Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Canadian Revolving Credit Exposure of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Canadian Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations, may exceed the amount of that such Lender’s Canadian Revolver Revolving Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Canadian Revolving Credit Exposure of (A) the all Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings Revolving Lenders shall not exceed the Total Borrowing Base Canadian Revolving Commitments at such time, and (ii) the aggregate Outstanding Amount Canadian Revolving Credit Exposure of the each Canadian Revolver Loans of any Canadian Revolver Revolving Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Lender’s Canadian Revolver Revolving Commitment, and provided further provided, further, that Canadian the Parent Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Canadian Parent Borrower may borrow under this Section 2.4.22.23(a)(ii), prepay under Section 5.2.32.11, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate2.23(a)(ii). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Revolving Lender’s Canadian Revolver Revolving Pro Rata Percentage (expressed as a decimal) times the amount of such Canadian Swing Line Loan.. Each Canadian Revolving Lender shall have the obligation to purchase and fund risk participations in the Canadian Swing Line Loans and to refinance Canadian Swing Line Loans as provided in this Agreement. 84

The Canadian Swing Line. Subject to the terms and conditions set forth herein, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Canadian Swing Line Lender agreesmay in its sole and absolute discretion, in reliance upon the agreements of the other Canadian Revolver Revolving Lenders set forth in this Section 2.4.22.23, to make loans in Canadian Dollars dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to either Canadian Borrower from time to time on any Business Day during or after the period commencing on Effective Date until the Closing Date through earlier of the Commitment Maturity Date and the termination of the Total Canadian Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Canadian Revolving Credit Exposure of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Canadian Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations, may exceed the amount of that such Lender’s Canadian Revolver Revolving Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Canadian Revolving Credit Exposure of (A) the all Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings Revolving Lenders shall not exceed the Total Borrowing Base Canadian Revolving Commitments at such time, and (ii) the aggregate Outstanding Amount Canadian Revolving Credit Exposure of the each Canadian Revolver Loans of any Canadian Revolver Revolving Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Lender’s Canadian Revolver Revolving Commitment, and provided further provided, further, that the Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Canadian Borrower may borrow under this Section 2.4.22.23(a), prepay under Section 5.2.32.11, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate2.23(a). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Revolving Lender’s Canadian Revolver Revolving Pro Rata Percentage times the amount of such Canadian Swing Line Loan. Each Canadian Revolving Lender shall have the obligation to purchase and fund risk participations in the Canadian Swing Line Loans and to refinance Canadian Swing Line Loans as provided in this Agreement.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Canadian Swing Line Lender agreesmay in its sole and absolute discretion, in reliance upon the agreements of the other Canadian Revolver Tranche A Lenders set forth in this Section 2.4.22.23, to make loans in Canadian Dollars dollars or U.S. Dollars (as requested by Borrower Agent) Dollarsdollars (each such loan, a “Canadian Swing Line Loan”) to eitherany Canadian Borrower from time to time on any Business Day during or after the period commencing on Funding Date until the Closing Date through earlier of the Commitment Maturity Date and the termination of the Total Canadian Tranche A Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Canadian Tranche A Revolving Credit Exposure of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Canadian Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations, may exceed the amount of that such Lender’s Canadian Revolver Tranche A Revolving Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Canadian Tranche A Revolving Credit Exposure of (A) the all Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings Tranche A Lenders shall not exceed the Total Borrowing Base Canadian Tranche A Revolving Commitments at such time, and (ii) the aggregate Outstanding Amount Canadian Tranche A Revolving Credit Exposure of the each Canadian Revolver Loans of any Canadian Revolver Tranche A Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that such Lender’s Canadian Revolver Tranche A Revolving Commitment, and provided further provided, further, that the Canadian Borrower BorrowerBorrowers shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Canadian Borrower BorrowerBorrowers may borrow under this Section 2.4.22.23(a)(ii), prepay under Section 5.2.32.11, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate2.23(a)(ii). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Tranche A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Tranche A Lender’s Canadian Revolver Tranche A Revolving Pro Rata Percentage (expressed as a decimal) times the amount of such Canadian Swing Line Loan. Each Canadian Tranche A Lender shall have the obligation to purchase and fund risk participations in the Canadian Swing Line Loans and to refinance Canadian Swing Line Loans as provided in this Agreement.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agreesLender, in reliance upon the agreements of the other Canadian Revolver Canadianother Lenders set forth in this Section 2.4.23.05,2.05, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Pro Rata Share of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender Committed BorrowingsLoans and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Canadian Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Canadian Lender’s Canadian Revolver Commitment; provided, however, that (x) after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Total Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Committed Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time Canadian Lender’s Bankers’ Acceptances shall not exceed that such Canadian Lender’s Canadian Revolver Commitment, and provided further (iii) the aggregate Outstanding Amount of Canadian Swing Line Loans plus the aggregate Outstanding Amount of U.S. Swing Line Loans shall not exceed $50,000,000, (y) that the Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and (z) the Canadian Swing Line Lender shall not be obligated to make any Canadian Swing Line Loan if it shall determine (after giving effect to Section 4.10(a Swing Line Loan if it shall determine (after giving effect to Section 4.10(a)(iv)) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the anythe other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.23.05,2.05, prepay under Section 5.2.33.06,2.06, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate3.05(a).2.05. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.2, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum of the Outstanding Amount of Canadian Revolver Committed Loans of such Lender acting as the Canadian Swing Line Lender and such Lender’s in its capacity as a Canadian Revolver Percentage Lender of the Outstanding Amount of all Committed Canadian L/C ObligationsLoans, may exceed the amount of that such Lender’s Commitment regarding Committed Canadian Revolver CommitmentLoans; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum aggregate Outstanding Amount of (A) the all Canadian Revolver Outstandings Loans, L/C Obligations regarding Canadian Letters of Credit and (B) the U.S. Revolver Outstandings aggregate Acceptance Usage shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Committed Canadian Revolver Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeregarding Canadian Letters of Credit, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time Lender’s Pro Rata Share of aggregate Acceptance Usage shall not exceed that such Canadian Lender’s Commitment regarding Canadian Revolver CommitmentLoans, Acceptances and provided further that Canadian Borrower shall not use the proceeds Letters of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line LoanCredit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.4.22.05, prepay under Section 5.2.32.06, and reborrow under this Section 2.4.22.05. Each Canadian Swing Line Loan shall bear interest only at be a rate based on either the Canadian Base Rate or the Canadian Prime RateLoan. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.2, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “"Canadian Swing Line Loan”") to each Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of DEVON CREDIT AGREEMENT the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Pro Rata Share of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender Committed Borrowings and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Canadian Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Canadian Lender’s 's Canadian Revolver Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Total Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Committed Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage 's Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Lender’s Canadian Revolver Percentage 's Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time Canadian Lender's Bankers' Acceptances shall not exceed that such Canadian Lender’s 's Canadian Revolver Commitment, and provided further provided, further, that the applicable Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the any other terms and conditions hereof, the applicable Canadian Borrower may borrow under this Section 2.4.23.05, prepay under Section 5.2.33.06, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate3.05(a). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage 's Pro Rata Share times the amount of such Canadian Swing Line Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.2, agrees to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to each Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum Pro Rata Share of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender Committed Borrowings and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C ObligationsObligations of the Canadian Lender acting as Canadian Swing Line Lender, may exceed the amount of that such Canadian Lender’s Canadian Revolver Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Total Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base at such timeAggregate Canadian Commitments, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Committed Loans of any Canadian Revolver Lender at such timeLender, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian L/C Obligations at such timeObligations, plus such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share of the Outstanding Amount of all Canadian Swing Line Loans at plus such time Canadian Lender’s Bankers’ Acceptances shall not exceed that such Canadian Lender’s Canadian Revolver Commitment, and provided further provided, further, that the applicable Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the any other terms and conditions hereof, the applicable Canadian Borrower may borrow under this Section 2.4.23.05, prepay under Section 5.2.33.06, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate3.05(a). Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage Pro Rata Share times the amount of such Canadian Swing Line Loan.