Common use of The U.S. Swing Line Clause in Contracts

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender’s U.S. Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Outstandings shall not exceed the Aggregate U.S. Commitments, (ii) the aggregate Outstanding Amount of the U.S. Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such Lender’s U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000, (y) that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Immediately upon the making of a U.S. Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such U.S. Swing Line Loan.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. US Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, agrees to make loans in U.S. Dollars (each such loan, a “U.S. US Swing Line Loan”) to the U.S. Borrower Grant Prideco, L.P. from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. US Swing Line Sublimit, notwithstanding the fact that such U.S. US Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage (US) of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the Lender acting as U.S. US Swing Line Lender, may exceed the amount of such Lender’s U.S. Commitment; provided, however, that (x) after giving effect to any U.S. US Swing Line Loan, (iA) the Total U.S. Outstandings shall not exceed the Aggregate U.S. Combined Commitments, (iiB) the Total Outstandings minus the aggregate Outstanding Amount of all Designated UK Borrower Obligations shall not exceed the Aggregate Commitments (US), and (C) the aggregate Outstanding Amount of the U.S. Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such Lender’s U.S. Commitment, and provided, further, that (iiiA) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000Grant Prideco, (y) that the U.S. Borrower L.P. shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (zB) the U.S. Swing Line Lender availability of the Aggregate Commitments (US) at any time for the making of Loans and the issuance of Letters of Credit shall not be obligated to make a U.S. Swing Line Loan reduced by the amount of the Alternative Currency Reserve (if it shall determine (after giving effect to Section 4.10(a)(ivany)) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the U.S. Borrower Grant Prideco, L.P. may borrow under this Section 2.052.04(a), prepay under Section 2.062.05, and reborrow under this Section 2.052.04(a). Each US Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a U.S. US Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. US Swing Line Lender a risk participation in such U.S. US Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such U.S. US Swing Line Loan.

The U.S. 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 U.S. Swing Line LenderLender may in its sole and absolute discretion, in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.052.23, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower from time to time on any Business Day during or after the Availability Period Funding Date until the earlier of the Maturity Date and the termination of the Total U.S. Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations Revolving Credit Exposure of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender’s U.S. Revolving Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total aggregate U.S. Outstandings Revolving Credit Exposure of all U.S. Revolving Lenders shall not exceed the Aggregate Total U.S. CommitmentsRevolving Commitments at such time, and (ii) the aggregate Outstanding Amount U.S. Revolving Credit Exposure of the each U.S. Committed Loans of any Lender, plus Revolving Lender at such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans time shall not exceed such Lender’s U.S. Revolving Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.052.23(a), prepay under Section 2.062.11, and reborrow under this Section 2.052.23(a). Immediately upon the making of a U.S. Swing Line Loan, each U.S. Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Revolving Lender’s U.S. Revolving Pro Rata Share Percentage times the amount of such U.S. Swing Line Loan. Each U.S. Revolving Lender shall have the obligation to purchase and fund risk participations in the U.S. Swing Line Loans and to refinance U.S. Swing Line Loans as provided in this Agreement.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Revolver Lenders set forth in this Section 2.052.4, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower Borrowers from time to time on any Business Day during the Availability Period period commencing on the date hereofClosing Date through the Commitment Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share sum of the Outstanding Amount of U.S. Committed Revolver Loans of such Lender acting as Swing Line Lender and such Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. L/C Obligations of the Lender acting as U.S. Swing Line LenderObligations, may exceed the amount of such that Lender’s U.S. Revolver Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Revolver Outstandings shall not exceed the Aggregate U.S. CommitmentsBorrowing Base at such time, and (ii) the aggregate Outstanding Amount of the U.S. Committed Revolver Loans of any LenderU.S. Revolver Lender at such time, plus such U.S. Revolver Lender’s Pro Rata Share U.S. Revolver Percentage of the Outstanding Amount of all U.S. L/C ObligationsObligations at such time, plus such U.S. Revolver Lender’s Pro Rata Share U.S. Revolver Percentage of the Outstanding Amount of all U.S. Swing Line Loans and Agent Advances at such time shall not exceed such that Lender’s U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000, (y) that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Immediately upon the making of a U.S. Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such U.S. Swing Line Loan.U.S.

The U.S. Swing Line. (i) Subject to the terms and conditions set forth herein, the U.S. Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, Lender agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower from time to time on any Business Day during until the Availability Period Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender’s U.S. Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Outstandings shall not exceed the Aggregate U.S. Commitments, (iiA) the aggregate Outstanding Amount of the U.S. Committed Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C ObligationsObligations with respect to U.S. Letters of Credit, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such Lender’s U.S. Revolving Credit Commitment; provided, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000further, (y) that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each U.S. Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such U.S. Swing Line Loan.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Lenders set forth in this Section 2.052.5, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to any Domestic Borrower under the U.S. Borrower Tranche from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share Applicable Tranche Percentage of the U.S. Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s U.S. Commitment; provided, however, provided that (x) after giving effect to any U.S. Swing Line Loan, (ia) the U.S. Total U.S. Outstandings shall not exceed the U.S. Aggregate U.S. Commitments, Commitments and (iib) the aggregate Outstanding Amount of the U.S. Committed Loans Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans Lender shall not exceed such U.S. Lender’s U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the no U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any other outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the each U.S. Borrower may borrow under this Section 2.052.5, prepay under Section 2.062.6, and reborrow under this Section 2.052.5. Each U.S. Swing Line Loan shall be a Money Market Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender’s Pro Rata Share Applicable Tranche Percentage times the amount of such U.S. Swing Line Loan. Notwithstanding the foregoing, no U.S. Swing Line Loan shall be made to any Foreign Borrower under the U.S. Tranche.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Revolver Lenders set forth in this Section 2.052.4, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower Borrowers from time to time on any Business Day during the Availability Period period commencing on the date hereof through the Commitment Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share sum of the Outstanding Amount of U.S. Committed Revolver Loans of such Lender acting as Swing Line Lender and such Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. L/C Obligations of the Lender acting as U.S. Swing Line LenderObligations, may exceed the amount of such that Lender’s U.S. Revolver Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Revolver Outstandings shall not exceed the Aggregate U.S. CommitmentsBorrowing Base at such time, and (ii) the aggregate Outstanding Amount of the U.S. Committed Revolver Loans of any LenderU.S. Revolver Lender at such time, plus such U.S. Revolver Lender’s Pro Rata Share U.S. Revolver Percentage of the Outstanding Amount of all U.S. L/C ObligationsObligations at such time, plus such U.S. Revolver Lender’s Pro Rata Share U.S. Revolver Percentage of the Outstanding Amount of all U.S. Swing Line Loans and Agent Advances at such, time shall not exceed such that Lender’s U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000, (y) that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Immediately upon the making of a U.S. Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such U.S. Swing Line Loan.U.S.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Lenders set forth in this Section 2.052.5, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to any Domestic Borrower under the U.S. Borrower Tranche from time to time on any Business Day during the Extended Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share Applicable Tranche Percentage of the U.S. Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s U.S. Commitment; provided, however, provided that (x) after giving effect to any U.S. Swing Line Loan, (ia) the U.S. Total U.S. Outstandings shall not exceed the U.S. Aggregate U.S. Commitments, Commitments and (iib) the aggregate Outstanding Amount of the U.S. Committed Loans Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans Lender shall not exceed such U.S. Lender’s U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the no U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any other outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. each Domestic Borrower may borrow under this Section 2.052.5, prepay under Section 2.062.6, and reborrow under this Section 2.052.5. Each U.S. Swing Line Loan shall be a Money Market Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender’s Pro Rata Share Applicable Tranche Percentage times the amount of such U.S. Swing Line Loan. Notwithstanding the foregoing, (i) no U.S. Swing Line Loan shall be made to any Foreign Borrower under the U.S. Tranche, and (ii) U.S. Swing Line Lender shall have no obligation to make any U.S. Swing Line Loan if any U.S. Lender has failed to fund any amount required under Section 2.5.3, unless such failure has been cured, or is at the time of making any U.S. Swing Line Loan a Defaulting Lender, unless U.S. Swing Line Lender has entered into arrangements satisfactory to U.S. Swing Line Lender, in its sole discretion, with the applicable Borrower or such U.S. Lender to eliminate U.S. Swing Line Lender’s risk with respect to such U.S. Lender.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Lenders set forth in this Section 2.05, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower from time to time on any U.S. Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s U.S. Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Revolving Credit Outstandings shall not exceed the lesser of (x) the Aggregate U.S. CommitmentsRevolving Credit Commitments or (y) the U.S. Borrowing Base, and (ii) the aggregate Outstanding Amount of the U.S. Committed Revolving Credit Loans of any U.S. Lender, plus such U.S. Lender’s Pro Rata Share Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such U.S. Lender’s Pro Rata Share Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Lender’s U.S. Revolving Credit Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Ling Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06, 2.06 and reborrow under this Section 2.05. Each U.S. Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender’s Pro Rata Share Applicable Revolving Credit/Committed Loan Percentage times the amount of such U.S. Swing Line Loan.

The U.S. 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 U.S. Swing Line LenderLender may in its sole and absolute discretion, in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.052.23, agrees to make loans in U.S. Dollars dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower Borrowers from time to time on any Business Day during or after the Availability Period Closing Date until the earlier of the Maturity Date and the termination of the Total U.S. Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations Revolving Credit Exposure of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender’s U.S. Revolving Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total aggregate U.S. Outstandings Revolving Credit Exposure of all U.S. Revolving Lenders shall not exceed the Aggregate Total U.S. CommitmentsRevolving Commitments at such time, and (ii) the aggregate Outstanding Amount U.S. Revolving Credit Exposure of the each U.S. Committed Loans of any Lender, plus Revolving Lender at such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans time shall not exceed such LenderXxxxxx’s U.S. Revolving Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the U.S. Borrower Borrowers shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower Borrowers may borrow under this Section 2.052.23(a), prepay under Section 2.062.11, and reborrow under this Section 2.052.23(a). Immediately upon the making of a U.S. Swing Line Loan, each U.S. Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Revolving Lender’s U.S. Revolving Pro Rata Share Percentage (expressed as a decimal) times the amount of such U.S. Swing Line Loan.. Each U.S. Revolving Lender shall have the obligation to purchase and fund risk participations in the U.S. Swing Line Loans and to refinance U.S. Swing Line Loans as provided in this Agreement. -101- |US-DOCS\152183578.7||

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Lenders set forth in this Section 2.05, agrees to make loans in U.S. Dollars (each such loan, a “"U.S. Swing Line Loan”") to the U.S. Borrower from time to time on any U.S. Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s U.S. 's Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Outstandings shall not exceed the lesser of (x) the Aggregate U.S. CommitmentsCommitments or (y) the U.S. Borrowing Base, and (ii) the aggregate Outstanding Amount of the U.S. Committed Loans of any U.S. Lender, plus such U.S. Lender’s Pro Rata Share 's Applicable Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such U.S. Lender’s Pro Rata Share 's Applicable Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Lender’s 's U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Ling Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06, 2.06 and reborrow under this Section 2.05. Each U.S. Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender’s Pro Rata Share 's Applicable Percentage times the amount of such U.S. Swing Line Loan.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Lenders set forth in this Section 2.052.5, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to any Domestic Borrower under the U.S. Borrower Tranche from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share Applicable Tranche Percentage of the U.S. Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s U.S. Commitment; provided, however, provided that (x) after giving effect to any U.S. Swing Line Loan, (ia) the U.S. Total U.S. Outstandings shall not exceed the U.S. Aggregate U.S. Commitments, Commitments and (iib) the aggregate Outstanding Amount of the U.S. Committed Loans Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans Lender shall not exceed such U.S. Lender’s U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the no U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any other outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. each Domestic Borrower may borrow under this Section 2.052.5, prepay under Section 2.06, 2.6 and reborrow under this Section 2.052.5. Each U.S. Swing Line Loan shall be a Money Market Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender’s Pro Rata Share Applicable Tranche Percentage times the amount of such U.S. Swing Line Loan. Notwithstanding the foregoing, (i) no U.S. Swing Line Loan shall be made to any Foreign Borrower under the U.S. Tranche and (ii) U.S. Swing Line Lender shall have no obligation to make any U.S. Swing Line Loan if any U.S. Lender has failed to fund any amount required under Section 2.5.3, unless such failure has been cured, or is at the time of making any U.S. Swing Line Loan a Defaulting Lender, unless U.S. Swing Line Lender has entered into arrangements satisfactory to U.S. Swing Line Lender, in its sole discretion, with the applicable Borrower or such U.S. Lender to eliminate U.S. Swing Line Lender’s risk with respect to such U.S. Lender.

The U.S. 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 U.S. Swing Line LenderLender may in its sole and absolute discretion, in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.052.23, agrees to make loans in U.S. Dollars Dollarsdollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower from time to time on any Business Day during or after the Availability Period Funding Date until the earlier of the Maturity Date and the termination of the Total U.S. Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations Revolving Credit Exposure of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender’s U.S. Revolving Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total aggregate U.S. Outstandings Revolving Credit Exposure of all U.S. Revolving Lenders shall not exceed the Aggregate Total U.S. CommitmentsRevolving Commitments at such time, and (ii) the aggregate Outstanding Amount U.S. Revolving Credit Exposure of the each U.S. Committed Loans of any Lender, plus Revolving Lender at such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans time shall not exceed such Lender’s U.S. Revolving Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.052.23(a), prepay under Section 2.062.11, and reborrow under this Section 2.052.23(a). Immediately upon the making of a U.S. Swing Line Loan, each U.S. Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Revolving Lender’s U.S. Revolving Pro Rata Share Percentage (expressed as a decimal) times the amount of such U.S. Swing Line Loan. Each U.S. Revolving Lender shall have the obligation to purchase and fund risk participations in the U.S. Swing Line Loans and to refinance U.S. Swing Line Loans as provided in this Agreement.

The U.S. Swing Line. Subject to the terms and conditions set forth herein, the U.S. Swing Line LenderLender agrees, in reliance upon the agreements of the other U.S. Lenders set forth in this Section 2.052.5, agrees to make loans in U.S. Dollars (each such loan, a “U.S. Swing Line Loan”) to any Domestic Borrower under the U.S. Borrower Tranche from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share Applicable Tranche Percentage of the U.S. Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s U.S. Commitment; provided, however, provided that (x) after giving effect to any U.S. Swing Line Loan, (ia) the U.S. Total U.S. Outstandings shall not exceed the U.S. Aggregate U.S. Commitments, Commitments and (iib) the aggregate Outstanding Amount of the U.S. Committed Loans Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans Lender shall not exceed such U.S. Lender’s U.S. Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the no U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any other outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. each Domestic Borrower may borrow under this Section 2.052.5, prepay under Section 2.06, 2.6 and reborrow under this Section 2.052.5. Each U.S. Swing Line Loan shall be a Money Market Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender’s Pro Rata Share Applicable Tranche Percentage times the amount of such U.S. Swing Line Loan. Notwithstanding the foregoing, (i) no U.S. Swing Line Loan shall be made to any Foreign Borrower under the U.S. Tranche and (ii) U.S. Swing Line Lender shall have no obligation to 57 make any U.S. Swing Line Loan if any U.S. Lender has failed to fund any amount required under Section 2.5.3, unless such failure has been cured, or is at the time of making any U.S. Swing Line Loan a Defaulting Lender, unless U.S. Swing Line Lender has entered into arrangements satisfactory to U.S. Swing Line Lender, in its sole discretion, with the applicable Borrower or such U.S. Lender to eliminate U.S. Swing Line Lender’s risk with respect to such U.S. Lender.

The U.S. 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 U.S. Swing Line LenderLender may in its sole and absolute discretion, in reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.052.23, agrees to make loans in U.S. Dollars dollars (each such loan, a “U.S. Swing Line Loan”) to the U.S. Borrower from time to time on any Business Day during or after the Availability Period Closing Date until the earlier of the Maturity Date and the termination of the Total U.S. Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations Revolving Credit Exposure of the Lender acting as U.S. Swing Line Lender, may exceed the amount of such Lender’s U.S. Revolving Commitment; provided, however, that (x) after giving effect to any U.S. Swing Line Loan, (i) the Total aggregate U.S. Outstandings Revolving Credit Exposure of all U.S. Revolving Lenders shall not exceed the Aggregate Total U.S. CommitmentsRevolving Commitments at such time, and (ii) the aggregate Outstanding Amount U.S. Revolving Credit Exposure of the each U.S. Committed Loans of any Lender, plus Revolving Lender at such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans time shall not exceed such Lender’s U.S. Revolving Commitment, and (iii) the aggregate Outstanding Amount of U.S. Swing Line Loans plus the aggregate Outstanding Amount of Canadian Swing Line Loans shall not exceed $50,000,000provided, (y) further, that the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan, and (z) the U.S. Swing Line Lender shall not be obligated to make a U.S. 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 other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.052.23(a), prepay under Section 2.062.11, and reborrow under this Section 2.052.23(a). Immediately upon the making of a U.S. Swing Line Loan, each U.S. Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Revolving Lender’s U.S. Revolving Pro Rata Share Percentage (expressed as a decimal) times the amount of such U.S. Swing Line Loan. Each U.S. Revolving Lender shall have the obligation to purchase and fund risk participations in the U.S. Swing Line Loans and to refinance U.S. Swing Line Loans as provided in this Agreement.