Common use of Swing Line Commitments Clause in Contracts

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the U.S. Swing Line Lender agrees to make swing line loans (individually, a “U.S. Swing Line Loan”; collectively, the “U.S. Swing Line Loans”) to any U.S. Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $75,000,000; provided that the U.S. Swing Line Lender shall not make any U.S. Swing Line Loans if, after doing so, the Aggregate Tranche A U.S. Facility Lender Exposure would exceed the Aggregate Tranche A U.S. Facility Commitment or the Aggregate Tranche A U.S. Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B). Subject to the terms and conditions hereof, the Canadian Swing Line Lender agrees to make swing line loans (individually, a “Canadian Swing Line Loan”; collectively, the “Canadian Swing Line Loans”) to the Canadian Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the Canadian Swing Line Lender shall not make any Canadian Swing Line Loans if, after doing so, (i) the Aggregate Tranche A Canadian Facility Lender Exposure would exceed the Aggregate Tranche A Canadian Facility Commitment or (ii) the Aggregate Tranche A Canadian Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(b)(i)(B). Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans (x) made to any U.S. Borrower shall be made in Dollars and (y) made to Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans and. Swing Line Loans shall not be entitled to be converted into Eurocurrency Loans. The or BA Equivalent Loans. In the case of U.S. Swing Line Loans, the Borrower Representative (on behalf of any U.S. Borrower) shall give the U.S. Swing Line Lender irrevocable notice (which notice must be received by the U.S. Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (2) the amount of the requested U.S. Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. TheIn the case of Canadian Swing Line Loans, the Borrower Representative (on behalf of the Canadian Borrower) shall give the Canadian Swing Line Lender irrevocable notice (which notice must be received by the Canadian Swing Line Lender prior to 12:30 P.M., New York City time) on the requested Borrowing Date specifying the amount of the requested Canadian Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in the case of Canadian Swing Line Loans denominated in Canadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). In each case, the proceeds of the Swing Line Loan will be made available by the applicable Swing Line Lender to the U.S. Borrower identified in such notice at an office of the applicable Swing Line Lender by wire transfer to the account of such U.S. Borrower specified in such notice. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the U.S. Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the U.S. Swing Line Loans such Borrower will execute and deliver to the U.S. Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “U.S. Swing Line Note”), payable to the U.S. Swing Line Lender and representing the obligation of such Borrower to pay the amount of the U.S. Swing Line Commitment or, if less, the unpaid principal amount of the U.S. Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing LineCanadian Borrower agrees that, upon the request to the Administrative Agent by the Canadian Swing Line Lender made on or prior to the First Amendment Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Canadian Swing Line Loans the Canadian Borrower will execute and deliver to the Canadian Swing Line Lender a promissory note substantially in the form of Exhibit I-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Canadian Swing Line Note”), payable to the Canadian Swing Line Lender and representing the obligation of the Canadian Borrower to pay the amount of the Canadian Swing Line Commitment or, if less, the unpaid principal amount of the Canadian Swing Line Loans made to the Canadian Borrower, with interest thereon as prescribed in subsection 4.1. Each Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) TheEach Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than five Business Days, theeach Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the applicable Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) (1) in the case of a U.S. Swing Line Loan, each Tranche A U.S. Facility Lender, including the U.S. Swing Line Lender, to make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (a “Mandatory U.S. Revolving Loan Borrowing”) in an amount equal to such Tranche A U.S. Facility Lender’s Tranche A U.S. Facility Commitment Percentage of the principal amount of all of the U.S. Swing Line Loans (collectively, the “Refunded U.S. Swing Line Loans”) outstanding on the date such notice is given or (2) in the case of a Canadian Swing Line Loan, each Tranche A Canadian Facility Lender, including the Canadian Swing Line Lender, to make a Tranche A Canadian Facility Revolving Credit Loan as an ABR Loan (a “Mandatory Canadian Revolving Loan Borrowing”) in an amount equal to such Tranche A Canadian Facility Lender’s Tranche A Canadian Facility Commitment Percentage of the principal amount of all of the Canadian Swing Line Loans (collectively, the “Refunded Canadian Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection 2.4(c) shall not affect the obligations of any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 4.4(b). Unless the Tranche A U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A U.S. Facility Lender hereby agrees to make the proceeds of its Tranche A U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the U.S. Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory U.S. Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. Revolving Loan Borrowing and (v) the amount of the Tranche A U.S. Facility Commitment of such, or any other, Tranche A U.S. Facility Lender at such time. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded U.S. Swing Line Loans. Unless the Tranche A Canadian Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A Canadian Facility Lender hereby agrees to make the proceeds of its Tranche A Canadian Facility Revolving Credit Loan available to the Administrative Agent for the account of the Canadian Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Canadian Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Canadian Revolving Loan Borrowing and (v) the amount of the Tranche A Canadian Facility Commitment of such, or any other, Tranche A Canadian Facility Lender at such time. The proceeds of such Tranche A Canadian Facility Revolving Credit Loans (including, any BA Equivalent Loan) shall be immediately applied to repay the Refunded Canadian Swing Line Loans. (d) (i) If the Tranche A U.S. Facility Commitments shall expire or terminate at any time while U.S. Swing Line Loans are outstanding, each Tranche A U.S. Facility Lender shall, at the option of the U.S. Swing Line Lender, exercised reasonably, either (iA) notwithstanding the expiration or termination of the Tranche A U.S. Facility Commitments, make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (which Tranche A U.S. Facility Revolving Credit Loan shall be deemed a “Tranche A U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (iiB) purchase an undivided participating interest in such U.S. Swing Line Loans, in either case in an amount equal to such Tranche A U.S. Facility Lender’s Tranche A U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A U.S. Facility Commitments of the aggregate principal amount of such U.S. Swing Line Loans; provided that, in the event that any Mandatory U.S. Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Tranche A U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower on or after such date and prior to such purchase) from the U.S. Swing Line Lender such participations in such outstanding U.S. Swing Line Loans as shall be necessary to cause such Tranche A U.S. Facility Lenders to share in such U.S. Swing Line Loans ratably based upon their respective Tranche A U.S. Facility Commitment Percentages; provided, further, that (x) all interest payable on the U.S. Swing Line Loans shall be for the account of the U.S. Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Tranche A U.S. Facility Lender shall be required to pay the U.S. Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A U.S. Facility Revolving Credit Loans made as ABR Loans. In the event that the Tranche A U.S. Facility Commitments shall expire or terminate in part (and not in full) at any time while U.S. Swing Line Loans are outstanding, the applicable Borrower shall repay U.S. Swing Line Loans in the amount by which the outstanding U.S. Swing Line Loans exceed the continuing Tranche A U.S. Facility Commitments; and in the event that such Borrower fails to do so, the obligations of each Tranche A U.S. Facility Lender pursuant to the prior sentence shall apply with respect to such Lender’s Tranche A U.S. Facility Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding U.S. Swing Line Loans in excess of the continuing Tranche A U.S. Facility Commitments not so repaid. Each Tranche A U.S. Facility Lender will make the proceeds of any Tranche A U.S. Facility Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the U.S. Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Tranche A U.S. Facility Commitments expire or terminate and in the currency in which such U.S. Swing Line Loans were made. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans shall be immediately applied to repay the U.S. Swing Line Loans outstanding on the date of termination or expiration of the Tranche A U.S. Facility Commitments. In the event that the Tranche A U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d)(i), each Tranche A U.S. Facility Lender shall immediately transfer to the U.S. Swing Line Lender, in immediately available funds and in the currency in which such U.S. Swing Line Loans were made, the amount of its participation and upon receipt thereof the U.S. Swing Line Lender will deliver to such Tranche A U.S. Facility Lender a U.S. Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the U.S. Revolving Credit Termination Date (i) the Canadian Dollar Swing Line Lender severally (but not jointly) agrees to make swing line loans Canadian Dollar Swing Line Loans to the Canadian Subsidiary Borrowers in Canadian Dollars in an aggregate principal amount not to exceed the Canadian Dollar equivalent of U.S.$15,000,000 at any one time outstanding (each of the foregoing individually, a “U.S. Canadian Dollar Swing Line Loan”; collectively, collectively the “U.S. Canadian Dollar Swing Line Loans”) ); provided that, after giving effect to the making of any U.S. Borrower from time to time during such Canadian Dollar Swing Line Loans, the Commitment Period in an aggregate principal amount of Swing Line Loans under any Revolving Facility at any one time outstanding not to exceed $75,000,000; provided that the U.S. Swing Line Lender shall not make any U.S. Swing Line Loans if, after doing so, exceed U.S.$100,000,000 and the Aggregate Tranche A U.S. Facility Lender Exposure would Canadian Revolving Extensions of Credit shall not exceed the Aggregate Tranche A U.S. Facility Commitment or the Aggregate Tranche A U.S. Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B). Subject to the terms and conditions hereof, the Canadian Swing Line Lender agrees to make swing line loans (individually, a “Canadian Swing Line Loan”; collectively, the “Canadian Swing Line Loans”) to the Canadian Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the Canadian Swing Line Lender shall not make any Canadian Swing Line Loans if, after doing so, (i) the Aggregate Tranche A Canadian Facility Lender Exposure would exceed the Aggregate Tranche A Canadian Facility Commitment or (ii) the Aggregate Tranche A Canadian Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(b)(i)(B). Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowedCommitments. All Swing Line Loans (x) made to any U.S. Borrower shall be made in Dollars and (y) made to Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans and. Dollar Swing Line Loans shall not be entitled to be converted into Eurocurrency made as Canadian Dollar Prime Loans. The or BA Equivalent Loans. In the case of U.S. Swing Line Loans, the Borrower Representative (on behalf of any U.S. Borrower) shall give the U.S. Swing Line Lender irrevocable notice (which notice must be received by the U.S. Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (2) the amount of the requested U.S. Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. TheIn the case of relevant Canadian Swing Line Loans, the Borrower Representative (on behalf of the Canadian Borrower) Subsidiary Borrowers shall give the Canadian Swing Line Lender Administrative Agent irrevocable notice (which notice must be received by the Canadian Swing Line Lender Administrative Agent at or prior to 12:30 1:00 P.M., New York City Toronto time) , on the requested Borrowing Date Date), specifying the amount of the each requested Canadian Dollar Swing Line Loan, which shall be in greater than or equal to a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in to be agreed upon by such Canadian Subsidiary Borrowers and the case of relevant Canadian Dollar Swing Line Loans denominated in Canadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof)Lender. In each caseUpon such notice, the proceeds of Canadian Administrative Agent shall promptly notify the Swing Line Loan will be made available by the applicable Canadian Dollar Swing Line Lender to the U.S. Borrower identified in such notice at an office of the applicable thereof. The Canadian Dollar Swing Line Lender by wire transfer shall make the amount of each borrowing available to the account of such U.S. Borrower specified applicable Canadian Subsidiary Borrowers in such noticethe manner directed by the Canadian Administrative Agent on the requested Borrowing Date. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the U.S. The Canadian Dollar Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the U.S. Swing Line Loans such Borrower will execute and deliver to the U.S. Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “U.S. Swing Line Note”), payable to the U.S. Swing Line Lender and representing the obligation of such Borrower to pay the amount of the U.S. Swing Line Commitment or, if less, the unpaid principal amount of the U.S. Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing LineCanadian Borrower agrees that, upon the request to the Administrative Agent by the Canadian Swing Line Lender made on or prior to the First Amendment Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Canadian Swing Line Loans the Canadian Borrower will execute and deliver to the Canadian Swing Line Lender a promissory note substantially in the form of Exhibit I-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Canadian Swing Line Note”), payable to the Canadian Swing Line Lender and representing the obligation of the Canadian Borrower to pay the amount of the Canadian Swing Line Commitment or, if less, the unpaid principal amount of the Canadian Swing Line Loans made to the Canadian Borrower, with interest thereon as prescribed in subsection 4.1. Each Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) TheEach Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than five Business Days, theeach Swing Line Lender shall, on behalf of the applicable Canadian Subsidiary Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the applicable Canadian Dollar Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) (1) in the case of a U.S. Swing Line Loan, each Tranche A U.S. Facility Canadian Dollar Lender, including the U.S. Canadian Dollar Swing Line Lender, with respect to all other Canadian Dollar Swing Line Loans, to make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (a “Mandatory U.S. Revolving Loan Borrowing”) Canadian Dollar Prime Loan, in an amount equal to such Tranche A U.S. Facility Canadian Dollar Lender’s Tranche A U.S. Revolving Percentage under the Canadian Facility Commitment Percentage of the principal amount of all of the U.S. Canadian Dollar Swing Line Loans (collectively, the “Refunded U.S. Swing Line Loans”) outstanding on the date such notice is given or (2) in the case of a Canadian Swing Line Loan, each Tranche A Canadian Facility Lender, including the Canadian Swing Line Lender, to make a Tranche A Canadian Facility Revolving Credit Loan as an ABR Loan (a “Mandatory Canadian Revolving Loan Borrowing”) in an amount equal to such Tranche A Canadian Facility Lender’s Tranche A Canadian Facility Commitment Percentage of the principal amount of all of the Canadian Swing Line Loans (collectively, the “Refunded Canadian Dollar Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection 2.4(c) shall not affect the obligations of any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 4.4(b). Unless any of the Tranche A U.S. Facility Commitments events described in paragraph (f) of Section 8 of the Credit Agreement shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.4 2.6 shall apply), each Tranche A U.S. Facility Canadian Dollar Lender hereby agrees to shall make the proceeds of its Tranche A U.S. Facility Revolving Credit Canadian Dollar Prime Loan (including any Eurocurrency Loan) available to the Canadian Administrative Agent for the account of the U.S. Canadian Dollar Swing Line Lender Lender, at the office of the Canadian Administrative Agent prior to 12:00 Noon, New York City Noon (Toronto time, ) in funds immediately available on the Business Day (Canada) next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory U.S. Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. Revolving Loan Borrowing and (v) the amount of the Tranche A U.S. Facility Commitment of such, or any other, Tranche A U.S. Facility Lender at such timegiven. The proceeds of such Tranche A U.S. Facility Revolving Credit Canadian Dollar Prime Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded U.S. Swing Line Loans. Unless the Tranche A Canadian Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A Canadian Facility Lender hereby agrees to make the proceeds of its Tranche A Canadian Facility Revolving Credit Loan available to the Administrative Agent for the account of the Canadian Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Canadian Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Canadian Revolving Loan Borrowing and (v) the amount of the Tranche A Canadian Facility Commitment of such, or any other, Tranche A Canadian Facility Lender at such time. The proceeds of such Tranche A Canadian Facility Revolving Credit Loans (including, any BA Equivalent Loan) shall be immediately applied to repay the Refunded Canadian Dollar Swing Line Loans. (d) (i) If the Tranche A U.S. Facility Commitments shall expire or terminate at any time while U.S. Swing Line Loans are outstanding, each Tranche A U.S. Facility Lender shall, at the option of the U.S. Swing Line Lender, exercised reasonably, either (iA) notwithstanding the expiration or termination of the Tranche A U.S. Facility Commitments, make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (which Tranche A U.S. Facility Revolving Credit Loan shall be deemed a “Tranche A U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (iiB) purchase an undivided participating interest in such U.S. Swing Line Loans, in either case in an amount equal to such Tranche A U.S. Facility Lender’s Tranche A U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A U.S. Facility Commitments of the aggregate principal amount of such U.S. Swing Line Loans; provided that, in the event that any Mandatory U.S. Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Tranche A U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower on or after such date and prior to such purchase) from the U.S. Swing Line Lender such participations in such outstanding U.S. Swing Line Loans as shall be necessary to cause such Tranche A U.S. Facility Lenders to share in such U.S. Swing Line Loans ratably based upon their respective Tranche A U.S. Facility Commitment Percentages; provided, further, that (x) all interest payable on the U.S. Swing Line Loans shall be for the account of the U.S. Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Tranche A U.S. Facility Lender shall be required to pay the U.S. Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A U.S. Facility Revolving Credit Loans made as ABR Loans. In the event that the Tranche A U.S. Facility Commitments shall expire or terminate in part (and not in full) at any time while U.S. Swing Line Loans are outstanding, the applicable Borrower shall repay U.S. Swing Line Loans in the amount by which the outstanding U.S. Swing Line Loans exceed the continuing Tranche A U.S. Facility Commitments; and in the event that such Borrower fails to do so, the obligations of each Tranche A U.S. Facility Lender pursuant to the prior sentence shall apply with respect to such Lender’s Tranche A U.S. Facility Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding U.S. Swing Line Loans in excess of the continuing Tranche A U.S. Facility Commitments not so repaid. Each Tranche A U.S. Facility Lender will make the proceeds of any Tranche A U.S. Facility Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the U.S. Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Tranche A U.S. Facility Commitments expire or terminate and in the currency in which such U.S. Swing Line Loans were made. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans shall be immediately applied to repay the U.S. Swing Line Loans outstanding on the date of termination or expiration of the Tranche A U.S. Facility Commitments. In the event that the Tranche A U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d)(i), each Tranche A U.S. Facility Lender shall immediately transfer to the U.S. Swing Line Lender, in immediately available funds and in the currency in which such U.S. Swing Line Loans were made, the amount of its participation and upon receipt thereof the U.S. Swing Line Lender will deliver to such Tranche A U.S. Facility Lender a U.S. Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the U.S. Revolving Credit Termination Date (i) the Canadian Dollar Swing Line Lender severally (but not jointly) agrees to make swing line loans Canadian Dollar Swing Line Loans to the Canadian Subsidiary Borrowers in Canadian Dollars in an aggregate principal amount not to exceed the Canadian Dollar equivalent of U.S.$15,000,000 at any one time outstanding (each of the foregoing individually, a “U.S. Canadian Dollar Swing Line Loan”; collectively, collectively the “U.S. Canadian Dollar Swing Line Loans”) ); provided that, after giving effect to the making of any U.S. Borrower from time to time during such Canadian Dollar Swing Line Loans, the Commitment Period in an aggregate principal amount of Swing Line Loans under any Revolving Facility at any one time outstanding not to exceed $75,000,000; provided that the U.S. Swing Line Lender shall not make any U.S. Swing Line Loans if, after doing so, exceed U.S.$100,000,000 and the Aggregate Tranche A U.S. Facility Lender Exposure would Canadian Revolving Extensions of Credit shall not exceed the Aggregate Tranche A U.S. Facility Commitment or the Aggregate Tranche A U.S. Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B). Subject to the terms and conditions hereof, the Canadian Swing Line Lender agrees to make swing line loans (individually, a “Canadian Swing Line Loan”; collectively, the “Canadian Swing Line Loans”) to the Canadian Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the Canadian Swing Line Lender shall not make any Canadian Swing Line Loans if, after doing so, (i) the Aggregate Tranche A Canadian Facility Lender Exposure would exceed the Aggregate Tranche A Canadian Facility Commitment or (ii) the Aggregate Tranche A Canadian Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(b)(i)(B). Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowedCommitments. All Swing Line Loans (x) made to any U.S. Borrower shall be made in Dollars and (y) made to Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans and. Dollar Swing Line Loans shall not be entitled to be converted into Eurocurrency made as Canadian Dollar Prime Loans. The or BA Equivalent Loans. In the case of U.S. Swing Line Loans, the Borrower Representative (on behalf of any U.S. Borrower) shall give the U.S. Swing Line Lender irrevocable notice (which notice must be received by the U.S. Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (2) the amount of the requested U.S. Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. TheIn the case of relevant Canadian Swing Line Loans, the Borrower Representative (on behalf of the Canadian Borrower) Subsidiary Borrowers shall give the Canadian Swing Line Lender Administrative Agent irrevocable notice (which notice must be received by the Canadian Swing Line Lender Administrative Agent at or prior to 12:30 1:00 P.M., New York City Toronto time) , on the requested Borrowing Date Date), specifying the amount of the each requested Canadian Dollar Swing Line Loan, which shall be in greater than or equal to a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in to be agreed upon by such Canadian Subsidiary Borrowers and the case of relevant Canadian Dollar Swing Line Loans denominated in Canadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof)Lender. In each caseUpon such notice, the proceeds of Canadian Administrative Agent shall promptly notify the Swing Line Loan will be made available by the applicable Canadian Dollar Swing Line Lender to the U.S. Borrower identified in such notice at an office of the applicable thereof. The Canadian Dollar Swing Line Lender by wire transfer shall make the amount of each borrowing available to the account of such U.S. Borrower specified applicable Canadian Subsidiary Borrowers in such noticethe manner directed by the Canadian Administrative Agent on the requested Borrowing Date. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the U.S. The Canadian Dollar Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the U.S. Swing Line Loans such Borrower will execute and deliver to the U.S. Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “U.S. Swing Line Note”), payable to the U.S. Swing Line Lender and representing the obligation of such Borrower to pay the amount of the U.S. Swing Line Commitment or, if less, the unpaid principal amount of the U.S. Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing LineCanadian Borrower agrees that, upon the request to the Administrative Agent by the Canadian Swing Line Lender made on or prior to the First Amendment Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Canadian Swing Line Loans the Canadian Borrower will execute and deliver to the Canadian Swing Line Lender a promissory note substantially in the form of Exhibit I-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Canadian Swing Line Note”), payable to the Canadian Swing Line Lender and representing the obligation of the Canadian Borrower to pay the amount of the Canadian Swing Line Commitment or, if less, the unpaid principal amount of the Canadian Swing Line Loans made to the Canadian Borrower, with interest thereon as prescribed in subsection 4.1. Each Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) TheEach Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than five Business Days, theeach Swing Line Lender shall, on behalf of the applicable Canadian Subsidiary Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the applicable Canadian Dollar Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) (1) in the case of a U.S. Swing Line Loan, each Tranche A U.S. Facility Canadian Dollar Lender, including the U.S. Canadian Dollar Swing Line Lender, with respect to all other Canadian Dollar Swing Line Loans, to make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (a “Mandatory U.S. Revolving Loan Borrowing”) Canadian Dollar Prime Loan, in an amount equal to such Tranche A U.S. Facility Canadian Dollar Lender’s Tranche A U.S. Revolving Percentage under the Canadian Facility Commitment Percentage of the principal amount of all of the U.S. Canadian Dollar Swing Line Loans (collectively, the “Refunded U.S. Swing Line Loans”) outstanding on the date such notice is given or (2) in the case of a Canadian Swing Line Loan, each Tranche A Canadian Facility Lender, including the Canadian Swing Line Lender, to make a Tranche A Canadian Facility Revolving Credit Loan as an ABR Loan (a “Mandatory Canadian Revolving Loan Borrowing”) in an amount equal to such Tranche A Canadian Facility Lender’s Tranche A Canadian Facility Commitment Percentage of the principal amount of all of the Canadian Swing Line Loans (collectively, the “Refunded Canadian Dollar Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection 2.4(c) shall not affect the obligations of any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 4.4(b). Unless any of the Tranche A U.S. Facility Commitments events described in paragraph (f) of Section 8 of the Credit Agreement shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.4 2.6 shall apply), each Tranche A U.S. Facility Canadian Dollar Lender hereby agrees to shall make the proceeds of its Tranche A U.S. Facility Revolving Credit Canadian Dollar Prime Loan (including any Eurocurrency Loan) available to the Canadian Administrative Agent for the account of the U.S. Canadian Dollar Swing Line Lender Lender, at the office of the Canadian Administrative Agent prior to 12:00 Noon, New York City Noon (Toronto time, ) in funds immediately available on the Business Day (Canada) next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory U.S. Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. Revolving Loan Borrowing and (v) the amount of the Tranche A U.S. Facility Commitment of such, or any other, Tranche A U.S. Facility Lender at such timegiven. The proceeds of such Tranche A U.S. Facility Revolving Credit Canadian Dollar Prime Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded U.S. Swing Line Loans. Unless the Tranche A Canadian Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A Canadian Facility Lender hereby agrees to make the proceeds of its Tranche A Canadian Facility Revolving Credit Loan available to the Administrative Agent for the account of the Canadian Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Canadian Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Canadian Revolving Loan Borrowing and (v) the amount of the Tranche A Canadian Facility Commitment of such, or any other, Tranche A Canadian Facility Lender at such time. The proceeds of such Tranche A Canadian Facility Revolving Credit Loans (including, any BA Equivalent Loan) shall be immediately applied to repay the Refunded Canadian Dollar Swing Line Loans. (dc) (i) If If, prior to the Tranche A U.S. Facility Commitments shall expire or terminate at any time while U.S. making of a Canadian Swing Line Loans are outstandingLoan pursuant to paragraph (b) of subsection 2.6, one of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred, each Tranche A U.S. Facility Canadian Dollar Lender shallhereby agrees to and will, at on the option of the U.S. date such Canadian Swing Line LenderLoan was to have been made, exercised reasonably, either (iA) notwithstanding the expiration or termination of the Tranche A U.S. Facility Commitments, make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (which Tranche A U.S. Facility Revolving Credit Loan shall be deemed a “Tranche A U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (iiB) purchase an undivided participating interest in such U.S. each Refunded Canadian Dollar Swing Line Loans, in either case Loan in an amount equal to such Tranche A U.S. its Revolving Percentage under the Canadian Facility Lender’s Tranche A U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A U.S. Facility Commitments of the aggregate principal amount of such U.S. Refunded Canadian Dollar Swing Line Loans; provided that, in the event that any Mandatory U.S. Loan. Such Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Tranche A U.S. Facility Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower on or after such date and prior to such purchase) from the U.S. Swing Line Lender such participations in such outstanding U.S. Swing Line Loans as shall be necessary to cause such Tranche A U.S. Facility Lenders to share in such U.S. Swing Line Loans ratably based upon their respective Tranche A U.S. Facility Commitment Percentages; provided, further, that (x) all interest payable on the U.S. Swing Line Loans shall be for the account of the U.S. Swing Line Lender until the date as of which the respective participation is required to be purchased and, will immediately transfer to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Tranche A U.S. Facility Lender shall be required to pay the U.S. Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A U.S. Facility Revolving Credit Loans made as ABR Loans. In the event that the Tranche A U.S. Facility Commitments shall expire or terminate in part (and not in full) at any time while U.S. Swing Line Loans are outstanding, the applicable Borrower shall repay U.S. Swing Line Loans in the amount by which the outstanding U.S. Swing Line Loans exceed the continuing Tranche A U.S. Facility Commitments; and in the event that such Borrower fails to do so, the obligations of each Tranche A U.S. Facility Lender pursuant to the prior sentence shall apply with respect to such Lender’s Tranche A U.S. Facility Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding U.S. Swing Line Loans in excess of the continuing Tranche A U.S. Facility Commitments not so repaid. Each Tranche A U.S. Facility Lender will make the proceeds of any Tranche A U.S. Facility Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Canadian Administrative Agent for the account of the U.S. Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Tranche A U.S. Facility Commitments expire or terminate and in the currency in which such U.S. Swing Line Loans were made. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans shall be immediately applied to repay the U.S. Swing Line Loans outstanding on the date of termination or expiration of the Tranche A U.S. Facility Commitments. In the event that the Tranche A U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d)(i), each Tranche A U.S. Facility Lender shall immediately transfer to the U.S. Canadian Dollar Swing Line Lender, in immediately available funds and in the currency in which such U.S. Swing Line Loans were made, of the amount of its participation and participations and, upon its receipt thereof of its ratable share thereof, the U.S. Canadian Dollar Swing Line Lender will deliver to such Tranche A U.S. Facility Canadian Dollar Lender a U.S. Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Canadian Dollar Swing Line Lender has received from any Canadian Dollar Lender such Canadian Dollar Lender’s participating interest in a Refunded Canadian Dollar Swing Line Loan and the Canadian Dollar Swing Line Lender receives any payment on account thereof, the Canadian Dollar Swing Line Lender will distribute to such Canadian Dollar Lender through the Canadian Administrative Agent its participating interest; provided, however, that in the event that such payment received by the Canadian Dollar Swing Line Lender is required to be returned, such Canadian Dollar Lender will return to the Canadian Dollar Swing Line Lender through the Canadian Administrative Agent any portion thereof previously distributed by the Canadian Dollar Swing Line Lender to it.