Common use of Swingline Facility Clause in Contracts

Swingline Facility. (1) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving term facility that is part of the Revolving Facility on the terms set forth in this Section 2.02 (the "Swingline Facility") up to the amount specified in Section 2.02(3). (2) At any time that the Borrower would be entitled to obtain Prime Rate Advances under the Revolving Facility, the Borrower will be entitled to draw cheques on its Canadian Dollar chequing account maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule A (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon from time to time by the Swingline Lender and the Borrower). The debit balance from time to time in any such account will be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Canadian Dollar concentration account of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance from the Swingline Lender as contemplated by this Section 2.02(2), prior to such time as such Advance is repaid as contemplated by Section 2.02(4), or purchased as contemplated by Section 2.02(5), is referred to as a "Swingline Loan". (3) The outstanding amount of all Swingline Loans at any time may not exceed the lesser of: (a) [*****] and (b) the amount, if any, by which the Revolving Facility Maximum Amount at such time exceeds the Revolving Facility Outstanding Amount at such time (excluding outstanding Swingline Loans). (4) At any time and from time to time in its discretion, the Swingline Lender may (but will not be obliged to) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Lenders) and to the Borrower, requiring repayment of a Swingline Loan. The Borrower will be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances under the Revolving Facility in an aggregate amount equal to the amount of such Swingline Loan. The Lenders will thereupon (irrespective of whether any condition precedent to an Advance has been satisfied, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance under the Revolving Facility and the Agent will apply the proceeds thereof in repayment of such Swingline Loan. The Agent will promptly notify the Borrower of any such Prime Rate Advances, and the Borrower will accept each such Prime Rate Advance and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loan. (5) Without limiting the provisions of Section 2.02(4), on the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, other than the Swingline Lender, will purchase from the Swingline Lender, and the Swingline Lender will sell to such Lenders, for cash, at par, without representation or warranty from or recourse against the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, and the Borrower expressly consents to the foregoing arrangements between such Lenders. (6) Each of the Lenders will indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Loan made by the Swingline Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender).

Swingline Facility. (1a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving term facility that credit facility, which is part of the Revolving Facility Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.02 2.5 (the "“Swingline Facility") up to the amount specified in Section 2.02(3”). (2b) At any time that the Borrower would be entitled to obtain Prime Rate Advances under the Revolving Facility, the Borrower will be entitled to draw cheques on its Canadian Dollar chequing account maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule A (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon from time to time An advance made by the Swingline Lender and the Borrower). The debit balance from time to time in any such account will be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Canadian Dollar concentration account of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance from the Swingline Lender as contemplated by this Section 2.02(2)subsection, prior to such time as such Advance advance is repaid as contemplated by Section 2.02(4), or purchased as contemplated by Section 2.02(5), 2.5(f) is referred to as a "“Swingline Loan"”. (3c) The outstanding amount of all Swingline Loans at any time may shall not exceed the lesser of: (ai) [*****] Twenty Million Canadian Dollars ($20,000,000.00); and (bii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Facility Maximum Amount Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time exceeds as Revolving Loans. (d) The Borrower may obtain advances under the Revolving Swingline Facility Outstanding Amount at pursuant to this Section 2.5(d) by delivering a notice to Administrative Agent requesting a drawdown under the Swingline Facility prior to 11:00a.m. on the date such time extension of credit is requested. Upon receipt of such notice Administrative Agent shall notify the Swingline Lender of the amount and currency of such requested extension of credit. Any such extension of credit denominated in Canadian Dollars shall constitute a Canadian Prime Rate Loan. Any such extension of credit denominated in US Dollars shall constitute a US Prime Rate Loan. Subject to the provisions of this Agreement the Swingline Lender shall, not later than 4:00 pm (excluding outstanding Swingline LoansToronto time) on the date of such requested extension of credit advance the amount requested to the account designated by the Borrower in its request to Administrative Agent pursuant to this Section 2.5(d). (4e) At any time Absent the existence and continuance of an Event of Default, the Borrower may also obtain advances in an aggregate total outstanding amount of up to Cdn.$10,000,000 under the Swingline Facility by way of overdraft on its accounts maintained with the Swingline Lender. Any debit balance created by way of overdraft in its US Dollar accounts with the Swingline Lender shall constitute a US Prime Rate Loan. Any debit balance created by way of overdraft in its Canadian Dollar accounts with the Swingline Lender shall constitute a Canadian Prime Rate Loan. The Swingline Lender may, in its sole discretion, make funds available from time to time until the Maturity Date by way of overdrafts in its discretion, the Swingline Lender may (but will not be obliged toaccounts pursuant to this Section 2.5(d) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Lenders) and to the Borrower, requiring repayment of a Swingline Loan. The Borrower will be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances under the Revolving Facility in an aggregate total outstanding amount equal not to exceed Cdn.$10,000,000 at any time. Upon the amount existence and continuance of such Swingline Loan. The Lenders will thereupon (irrespective a Trigger Event, the Borrower’s right to obtain advances hereunder by way of whether any condition precedent to an Advance has been satisfiedoverdraft may be reduced or suspended, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance under the Revolving Facility and the Agent will apply the proceeds thereof in repayment of such Swingline Loan. The Agent will promptly notify the Borrower of any such Prime Rate Advances, and the Borrower will accept each such Prime Rate Advance and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loanat Administrative Agent’s sole discretion. (5f) Without limiting Swingline Loans made pursuant to Section 2.5(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the provisions of Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or US Prime Rate Loan, as the case may be. Swingline Loans made pursuant to Section 2.02(4)2.5(f) shall be repaid on request by Swingline Lender made to Administrative Agent who in turn will request an advance from the Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or US Prime Rate Loan, on as the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, case may be. (g) Each Lender (other than the Swingline Lender, will purchase from the Swingline Lender, and the Swingline Lender will sell ) agrees to such Lenders, for cash, at par, without representation or warranty from or recourse against indemnify the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable extent not reimbursed by the Agent, Borrower) rateably according to execute its Pro Rata Share from and against any document as attorney for any Lender in order to complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, all losses and the Borrower expressly consents to the foregoing arrangements between such Lenders. (6) Each of the Lenders will indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements claims of any kind or nature whatsoever that which may be imposed on, incurred by by, or asserted against the Swingline Lender in any way related relating to or arising out of any Swingline Loan made under this Section 2.3, provided that no such Lender shall be liable for any portion of such losses or claims resulting from the Swingline Lender’s gross negligence or wilful misconduct. (h) The Swingline Lender irrevocably agrees to grant and hereby grants to each of the Lenders (other than the Swingline Lender), and to induce the Swingline Lender to make Swingline Loans available hereunder, each of the Lenders (other than the Swingline Lender) irrevocably agrees to accept and purchase and hereby accepts and purchases from the Swingline Lender, on the terms and conditions hereinafter stated, for each such ▇▇▇▇▇▇’s own account and risk, an undivided interest equal to such ▇▇▇▇▇▇’s Pro Rata Share of each Swingline Loan made by the Swingline Lender under this Agreement. Each Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of other than the Swingline Lender)) unconditionally and irrevocably agrees with the Swingline Lender that, if any Swingline Loan is not repaid in full by the Borrower in accordance with the terms of this Agreement, such Lender shall pay to the Swingline Lender, through Administrative Agent, upon demand an amount equal to such Lender’s Pro Rata Share of the amount of such Swingline Loan or any portion thereof which is not so repaid by the Borrower. (i) The Borrower shall be entitled at any time and from time to time to pay or prepay any Swingline Loan in whole or in part without premium, penalty or notice.

Swingline Facility. (1) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower Borrowers a revolving term credit facility that which is part of the Revolving Facility in an amount (including Advances made in United States Dollars and the Equivalent Amount in United States Dollars of Advances made in Canadian Dollars) up to the Swingline Commitment which, as of the date hereof, is US$5,000,000, on the terms set forth in this Section 2.02 (the "Swingline Facility") up to the amount specified in Section 2.02(3). (2) At any time that the Borrower Borrowers would be entitled to obtain Prime Rate Advances and US Base Rate Advances, as the case may be, under the Revolving Facility, the Borrower will Borrowers shall be entitled to draw cheques on its Canadian their respective Cdn. Dollar chequing account accounts and US Dollar chequing accounts, as the case may be, maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule A Agent's Payment Branch (or in such other accounts with the Swingline Lender at such other Lending Office branch of the Swingline Lender as may be agreed upon from time to time by the Swingline Lender and the Borrowerapplicable Borrower from time to time). The debit balance from time to time in any such account will Canadian Dollar accounts shall be deemed to be a Prime Rate Advance outstanding to the Borrower applicable Borrowers from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft The debit balance from time to time in the Canadian any such US Dollar concentration account of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also shall be deemed to be a Prime US Base Rate Advance outstanding to the applicable Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance or a US Base Rate Advance from the Swingline Lender as contemplated by this Section 2.02(2)subsection, prior to such time as such Advance is repaid as contemplated by Section 2.02(4), ) or purchased as contemplated by Section 2.02(5), is referred to as a "Swingline Loan". (3) The outstanding amount (including Advances made in United States Dollars and the Equivalent Amount in United States Dollars of Advances made in Canadian Dollars) of all Swingline Loans at any time may shall not exceed the lesser of: (a) [*****] the Swingline Commitment; and (b) the amount, if any, by which the Aggregate Revolving Facility Maximum Commitment at such time, exceeds the amount (including Advances made in United States Dollars and the Equivalent Amount in United States Dollars of Advances made in Canadian Dollars) of all Advances (other than Swingline Loans) outstanding at such time exceeds under the Revolving Facility Outstanding Amount at such time (excluding outstanding Swingline Loans)Facility. (4) At any time and from time to time in its discretion, the The Swingline Lender may (but will shall not be obliged to) deliver a written notice to the Agent (which will shall thereupon deliver a similar notice to each of the Revolving Lenders) and to the a Borrower, or the Agent may itself (but shall not be obliged to) deliver a written notice to each of the Revolving Lenders and to such Borrower requiring repayment of a the Swingline LoanLoans owing by it from time to time. The Such Borrower will shall be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances and US Base Rate Advances, as applicable, under the Revolving Facility in an aggregate amount equal to the amount of such Swingline LoanLoans and subject to the provisions of Section 2.06(4). The Revolving Lenders will shall thereupon (irrespective of whether any condition precedent to an Advance has been satisfied, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount amount, if any, of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance and US Base Rate Advance, as applicable, under the Revolving Facility and the Agent will shall apply the proceeds thereof in repayment of such Swingline LoanLoans. The Agent will shall promptly notify the applicable Borrower of any such Prime Rate Advances and US Base Rate Advances, and the such Borrower will agrees to accept each such Prime Rate Advance and US Base Rate Advance under the Revolving Facility and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loan. Each Swingline Loan shall be repaid in full on the last Business Day of each week. (5) Without limiting the provisions of Section 2.02(4), on the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, other than the Swingline Lender, Revolving Lenders agrees that it will purchase from the Swingline Lender, and the Swingline Lender will agrees that it shall sell to such Revolving Lenders, for cash, at par, without representation or warranty from or recourse against the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or been commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata rateable basis, an undivided interest in all Swingline Loans and all Letters of Credit then outstandingoutstanding (provided that that no Lender shall be required to purchase such Swingline Loans and Letters of Credit to the extent that such purchase would cause the amount of its Advances to exceed its Commitment under the Revolving Facility). The Agent, upon consultation with the applicable Lenders, will shall have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Borrower Borrowers and the Revolving Lenders acknowledge that the foregoing arrangements are to be settled by the Revolving Lenders among themselves, and the Borrower Borrowers expressly consents consent to the foregoing arrangements between among such Lenders. (6) Each So long as the Swingline Lender continues to be a Revolving Lender, each of the Revolving Lenders will agrees to indemnify and save harmless the Swingline Lender on a pro rata rateable basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Loan made Letter of Credit issued by the Swingline Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender). (7) So long as a replacement Swingline Lender reasonably acceptable to the Borrowers has been identified and has agreed to assume the responsibilities of the Swingline Lender, any Swingline Lender may resign as a Swingline Lender upon thirty (30) days' prior written notice to the Agent, the applicable Revolving Lenders and the Borrowers. In addition, the Borrowers may terminate the appointment of any Swingline Lender as a "Swingline Lender" hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Agent. Any such termination by the Borrowers shall become effective upon the earlier of (i) such Swingline Lender's acknowledging receipt of such notice and (ii) the fifth (5th) Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the total aggregate principal amount of all Advances made by such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.

Swingline Facility. (1a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving term facility that credit facility, which is part of the Revolving Facility Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.02 2.3 (the "“Swingline Facility") up to the amount specified in Section 2.02(3”). (2b) At any time that the Borrower would be entitled to obtain Prime Rate Advances under the Revolving Facility, the Borrower will be entitled to draw cheques on its Canadian Dollar chequing account maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule A (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon from time to time An advance made by the Swingline Lender and the Borrower). The debit balance from time to time in any such account will be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Canadian Dollar concentration account of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance from the Swingline Lender as contemplated by this Section 2.02(2)subsection, prior to such time as such Advance advance is repaid as contemplated by Section 2.02(4), or purchased as contemplated by Section 2.02(5), 2.3(f) is referred to as a "“Swingline Loan"”. (3c) The outstanding amount of all Swingline Loans at any time may shall not exceed the lesser of: (ai) [*****] Twenty Million Canadian Dollars ($20,000,000.00); and (bii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Facility Maximum Amount Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time exceeds as Revolving Loans. (d) The Borrower may obtain advances under the Revolving Swingline Facility Outstanding Amount at pursuant to this Section 2.3(d) by delivering a notice to Administrative Agent requesting a drawdown under the Swingline Facility prior to 11:00a.m. on the date such time extension of credit is requested. Upon receipt of such notice Administrative Agent shall notify the Swingline Lender of the amount and currency of such requested extension of credit. Any such extension of credit denominated in Canadian Dollars shall constitute a Canadian Prime Rate Loan. Any such extension of credit denominated in US Dollars shall constitute a US Prime Rate Loan. Subject to the provisions of this Agreement the Swingline Lender shall, not later than 4:00 pm (excluding outstanding Swingline LoansToronto time) on the date of such requested extension of credit advance the amount requested to the account designated by the Borrower in its request to Administrative Agent pursuant to this Section 2.3(d). (4e) At any time Absent the existence and continuance of an Event of Default, the Borrower may also obtain advances in an aggregate total outstanding amount of up to Cdn.$10,000,000 under the Swingline Facility by way of overdraft on its accounts maintained with the Swingline Lender. Any debit balance created by way of overdraft in its US Dollar accounts with the Swingline Lender shall constitute a US Prime Rate Loan. Any debit balance created by way of overdraft in its Canadian Dollar accounts with the Swingline Lender shall constitute a Canadian Prime Rate Loan. The Swingline Lender may, in its sole discretion, make funds available from time to time until the Maturity Date by way of overdrafts in its discretion, the Swingline Lender may (but will not be obliged toaccounts pursuant to this Section 2.3(d) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Lenders) and to the Borrower, requiring repayment of a Swingline Loan. The Borrower will be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances under the Revolving Facility in an aggregate total outstanding amount equal not to exceed Cdn.$10,000,000 at any time. Upon the amount existence and continuance of such Swingline Loan. The Lenders will thereupon (irrespective a Trigger Event, the Borrower’s right to obtain advances hereunder by way of whether any condition precedent to an Advance has been satisfiedoverdraft may be reduced or suspended, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance under the Revolving Facility and the Agent will apply the proceeds thereof in repayment of such Swingline Loan. The Agent will promptly notify the Borrower of any such Prime Rate Advances, and the Borrower will accept each such Prime Rate Advance and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loanat Administrative Agent’s sole discretion. (5f) Without limiting Swingline Loans made pursuant to Section 2.3(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the provisions of Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or US Prime Rate Loan, as the case may be. Swingline Loans made pursuant to Section 2.02(4)2.3(f) shall be repaid on request by Swingline Lender made to Administrative Agent who in turn will request an advance from the Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or US Prime Rate Loan, on as the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, case may be. (g) Each Lender (other than the Swingline Lender, will purchase from the Swingline Lender, and the Swingline Lender will sell ) agrees to such Lenders, for cash, at par, without representation or warranty from or recourse against indemnify the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable extent not reimbursed by the Agent, Borrower) rateably according to execute its Pro Rata Share from and against any document as attorney for any Lender in order to complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, all losses and the Borrower expressly consents to the foregoing arrangements between such Lenders. (6) Each of the Lenders will indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements claims of any kind or nature whatsoever that which may be imposed on, incurred by by, or asserted against the Swingline Lender in any way related relating to or arising out of any Swingline Loan made under this Section 2.2, provided that no such Lender shall be liable for any portion of such losses or claims resulting from the Swingline Lender’s gross negligence or wilful misconduct. (h) The Swingline Lender irrevocably agrees to grant and hereby grants to each of the Lenders (other than the Swingline Lender), and to induce the Swingline Lender to make Swingline Loans available hereunder, each of the Lenders (other than the Swingline Lender) irrevocably agrees to accept and purchase and hereby accepts and purchases from the Swingline Lender, on the terms and conditions hereinafter stated, for each such Lender’s own account and risk, an undivided interest equal to such Lender’s Pro Rata Share of each Swingline Loan made by the Swingline Lender under this Agreement. Each Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of other than the Swingline Lender)) unconditionally and irrevocably agrees with the Swingline Lender that, if any Swingline Loan is not repaid in full by the Borrower in accordance with the terms of this Agreement, such Lender shall pay to the Swingline Lender, through Administrative Agent, upon demand an amount equal to such Lender’s Pro Rata Share of the amount of such Swingline Loan or any portion thereof which is not so repaid by the Borrower. (i) The Borrower shall be entitled at any time and from time to time to pay or prepay any Swingline Loan in whole or in part without premium, penalty or notice.

Swingline Facility. (1a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving term facility that credit facility, which is part of the Revolving Facility Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.02 2.3 (the "“Swingline Facility") up to the amount specified in Section 2.02(3”). (2b) At any time that the Borrower would be entitled to obtain Prime Rate Advances under the Revolving Facility, the Borrower will be entitled to draw cheques on its Canadian Dollar chequing account maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule A (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon from time to time An advance made by the Swingline Lender and the Borrower). The debit balance from time to time in any such account will be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Canadian Dollar concentration account of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance from the Swingline Lender as contemplated by this Section 2.02(2)subsection, prior to such time as such Advance advance is repaid as contemplated by Section 2.02(4), or purchased as contemplated by Section 2.02(5), 2.3(f) is referred to as a "“Swingline Loan"”. (3c) The outstanding amount of all Swingline Loans at any time may shall not exceed the lesser of: (ai) [*****] Twenty Million Canadian Dollars ($20,000,000.00); and (bii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Facility Maximum Amount Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time exceeds as Revolving Loans. (d) The Borrower may obtain advances under the Revolving Swingline Facility Outstanding Amount at pursuant to this Section 2.3(d) by delivering a notice to Administrative Agent requesting a drawdown under the Swingline Facility prior to 11:00a.m. on the date such time extension of credit is requested. Upon receipt of such notice Administrative Agent shall notify the Swingline Lender of the amount and currency of such requested extension of credit. Any such extension of credit denominated in Canadian Dollars shall constitute a Canadian Prime Rate Loan. Any such extension of credit denominated in US Dollars shall constitute a US Prime Rate Loan. Subject to the provisions of this Agreement the Swingline Lender shall, not later than 4:00 pm (excluding outstanding Swingline LoansToronto time) on the date of such requested extension of credit advance the amount requested to the account designated by the Borrower in its request to Administrative Agent pursuant to this Section 2.3(d). (4e) At any time Absent the existence and continuance of an Event of Default, the Borrower may also obtain advances in an aggregate total outstanding amount of up to Cdn.$10,000,000 under the Swingline Facility by way of overdraft on its accounts maintained with the Swingline Lender. Any debit balance created by way of overdraft in its US Dollar accounts with the Swingline Lender shall constitute a US Prime Rate Loan. Any debit balance created by way of overdraft in its Canadian Dollar accounts with the Swingline Lender shall constitute a Canadian Prime Rate Loan. The Swingline Lender may, in its sole discretion, make funds available from time to time until the Maturity Date by way of overdrafts in its discretion, the Swingline Lender may (but will not be obliged toaccounts pursuant to this Section 2.3(d) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Lenders) and to the Borrower, requiring repayment of a Swingline Loan. The Borrower will be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances under the Revolving Facility in an aggregate total outstanding amount equal not to exceed Cdn.$10,000,000 at any time. Upon the amount existence and continuance of such Swingline Loan. The Lenders will thereupon (irrespective a Trigger Event, the Borrower’s right to obtain advances hereunder by way of whether any condition precedent to an Advance has been satisfiedoverdraft may be reduced or suspended, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance under the Revolving Facility and the Agent will apply the proceeds thereof in repayment of such Swingline Loan. The Agent will promptly notify the Borrower of any such Prime Rate Advances, and the Borrower will accept each such Prime Rate Advance and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loanat Administrative Agent’s sole discretion. (5f) Without limiting Swingline Loans made pursuant to Section 2.3(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the provisions of Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or US Prime Rate Loan, as the case may be. Swingline Loans made pursuant to Section 2.02(4)2.3(f) shall be repaid on request by Swingline Lender made to Administrative Agent who in turn will request an advance from the Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or US Prime Rate Loan, on as the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, case may be. (g) Each Lender (other than the Swingline Lender, will purchase from the Swingline Lender, and the Swingline Lender will sell ) agrees to such Lenders, for cash, at par, without representation or warranty from or recourse against indemnify the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable extent not reimbursed by the Agent, Borrower) rateably according to execute its Pro Rata Share from and against any document as attorney for any Lender in order to complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, all losses and the Borrower expressly consents to the foregoing arrangements between such Lenders. (6) Each of the Lenders will indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements claims of any kind or nature whatsoever that which may be imposed on, incurred by by, or asserted against the Swingline Lender in any way related relating to or arising out of any Swingline Loan made under this Section 2.2, provided that no such Lender shall be liable for any portion of such losses or claims resulting from the Swingline Lender’s gross negligence or wilful misconduct. (h) The Swingline Lender irrevocably agrees to grant and hereby grants to each of the Lenders (other than the Swingline Lender), and to induce the Swingline Lender to make Swingline Loans available hereunder, each of the Lenders (other than the Swingline Lender) irrevocably agrees to accept and purchase and hereby accepts and purchases from the Swingline Lender, on the terms and conditions hereinafter stated, for each such ▇▇▇▇▇▇’s own account and risk, an undivided interest equal to such ▇▇▇▇▇▇’s Pro Rata Share of each Swingline Loan made by the Swingline Lender under this Agreement. Each Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of other than the Swingline Lender)) unconditionally and irrevocably agrees with the Swingline Lender that, if any Swingline Loan is not repaid in full by the Borrower in accordance with the terms of this Agreement, such Lender shall pay to the Swingline Lender, through Administrative Agent, upon demand an amount equal to such Lender’s Pro Rata Share of the amount of such Swingline Loan or any portion thereof which is not so repaid by the Borrower. (i) The Borrower shall be entitled at any time and from time to time to pay or prepay any Swingline Loan in whole or in part without premium, penalty or notice.

Swingline Facility. (1a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving term facility that credit facility, which is part of the Revolving Facility Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.02 2.5 (the "“Swingline Facility") up to the amount specified in Section 2.02(3”). (2b) At any time that the Borrower would be entitled to obtain Prime Rate Advances under the Revolving Facility, the Borrower will be entitled to draw cheques on its Canadian Dollar chequing account maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule A (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon from time to time An advance made by the Swingline Lender and the Borrower). The debit balance from time to time in any such account will be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Canadian Dollar concentration account of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance from the Swingline Lender as contemplated by this Section 2.02(2)subsection, prior to such time as such Advance advance is repaid as contemplated by Section 2.02(4), or purchased as contemplated by Section 2.02(5), 2.5(f) is referred to as a "“Swingline Loan"”. (3c) The outstanding amount of all Swingline Loans at any time may shall not exceed the lesser of: (ai) [*****] Twenty Million Canadian Dollars ($20,000,000.00); and (bii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Facility Maximum Amount Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time exceeds as Revolving Loans. (d) The Borrower may obtain advances under the Revolving Swingline Facility Outstanding Amount at pursuant to this Section 2.5(d) by delivering a notice to Administrative Agent requesting a drawdown under the Swingline Facility prior to 11:00 a.m. on the date such time extension of credit is requested. Upon receipt of such notice Administrative Agent shall notify the Swingline Lender of the amount and currency of such requested extension of credit. Any such extension of credit denominated in Canadian Dollars shall constitute a Canadian Prime Rate Loan or Daily Compounded ▇▇▇▇▇ Loan, as applicable. Any such extension of credit denominated in US Dollars shall constitute a US Prime Rate Loan or Daily Simple SOFR Loan, as applicable. Subject to the provisions of this Agreement the Swingline Lender shall, not later than 4:00 pm (excluding outstanding Swingline LoansToronto time) on the date of such requested extension of credit advance the amount requested to the account designated by the Borrower in its request to Administrative Agent pursuant to this Section 2.5(d). (4e) At any time Absent the existence and continuance of an Event of Default, the Borrower may also obtain advances in an aggregate total outstanding amount of up to Cdn.$10,000,000 under the Swingline Facility by way of overdraft on its accounts maintained with the Swingline Lender. Any debit balance created by way of overdraft in its US Dollar accounts with the Swingline Lender shall constitute a US Prime Rate Loan or a Daily Simple SOFR Loan, as applicable. Any debit balance created by way of overdraft in its Canadian Dollar accounts with the Swingline Lender shall constitute a Canadian Prime Rate Loan or a Daily Compounded ▇▇▇▇▇ Loan, as applicable. The Swingline Lender may, in its sole discretion, make funds available from time to time until the Maturity Date by way of overdrafts in its discretion, the Swingline Lender may (but will not be obliged toaccounts pursuant to this Section 2.5(d) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Lenders) and to the Borrower, requiring repayment of a Swingline Loan. The Borrower will be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances under the Revolving Facility in an aggregate total outstanding amount equal not to exceed Cdn.$10,000,000 at any time. Upon the amount existence and continuance of such Swingline Loan. The Lenders will thereupon (irrespective a Trigger Event, the Borrower’s right to obtain advances hereunder by way of whether any condition precedent to an Advance has been satisfiedoverdraft may be reduced or suspended, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance under the Revolving Facility and the Agent will apply the proceeds thereof in repayment of such Swingline Loan. The Agent will promptly notify the Borrower of any such Prime Rate Advances, and the Borrower will accept each such Prime Rate Advance and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loanat Administrative Agent’s sole discretion. (5f) Without limiting Swingline Loans made pursuant to Section 2.5(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the provisions of Lenders in the same amount which shall constitute a Canadian Prime Rate Loan, Daily Compounded ▇▇▇▇▇ Loan, US Prime Rate Loan or a Daily Simple SOFR Loan, as the case may be. Swingline Loans made pursuant to Section 2.02(4)2.5(f) shall be repaid on request by Swingline Lender made to Administrative Agent who in turn will request an advance from the Lenders in the same amount which shall constitute a Canadian Prime Rate Loan, on Daily Compounded ▇▇▇▇▇ Loan, US Prime Rate Loan or Daily Simple SOFR Loan, as the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, case may be. (g) Each Lender (other than the Swingline Lender, will purchase from the Swingline Lender, and the Swingline Lender will sell ) agrees to such Lenders, for cash, at par, without representation or warranty from or recourse against indemnify the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable extent not reimbursed by the Agent, Borrower) rateably according to execute its Pro Rata Share from and against any document as attorney for any Lender in order to complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, all losses and the Borrower expressly consents to the foregoing arrangements between such Lenders. (6) Each of the Lenders will indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements claims of any kind or nature whatsoever that which may be imposed on, incurred by by, or asserted against the Swingline Lender in any way related relating to or arising out of any Swingline Loan made under this Section 2.3, provided that no such Lender shall be liable for any portion of such losses or claims resulting from the Swingline Lender’s gross negligence or wilful misconduct. (h) The Swingline Lender irrevocably agrees to grant and hereby grants to each of the Lenders (other than the Swingline Lender), and to induce the Swingline Lender to make Swingline Loans available hereunder, each of the Lenders (other than the Swingline Lender) irrevocably agrees to accept and purchase and hereby accepts and purchases from the Swingline Lender, on the terms and conditions hereinafter stated, for each such ▇▇▇▇▇▇’s own account and risk, an undivided interest equal to such ▇▇▇▇▇▇’s Pro Rata Share of each Swingline Loan made by the Swingline Lender under this Agreement. Each Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of other than the Swingline Lender)) unconditionally and irrevocably agrees with the Swingline Lender that, if any Swingline Loan is not repaid in full by the Borrower in accordance with the terms of this Agreement, such Lender shall pay to the Swingline Lender, through Administrative Agent, upon demand an amount equal to such Lender’s Pro Rata Share of the amount of such Swingline Loan or any portion thereof which is not so repaid by the Borrower. (i) The Borrower shall be entitled at any time and from time to time to pay or prepay any Swingline Loan in whole or in part without premium, penalty or notice.