Common use of Swingline Facility Clause in Contracts

Swingline Facility. (a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving credit facility, which is part of the Revolving Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.3 (the “Swingline Facility”). (b) An advance made by the Swingline Lender as contemplated by this subsection, prior to such time as such advance is repaid as contemplated by Section 2.3(f) is referred to as a “Swingline Loan”. (c) The outstanding amount of all Swingline Loans at any time shall not exceed the lesser of: (i) Twenty Million Canadian Dollars ($20,000,000.00); and (ii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time as Revolving Loans. (d) The Borrower may obtain advances under the Swingline Facility 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 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 (Toronto 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). (e) 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 accounts pursuant to this Section 2.3(d) in an aggregate total outstanding amount not to exceed Cdn.$10,000,000 at any time. Upon the existence and continuance of a Trigger Event, the Borrower’s right to obtain advances hereunder by way of overdraft may be reduced or suspended, at Administrative Agent’s sole discretion. (f) Swingline Loans made pursuant to Section 2.3(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the 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 2.3(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, as the case may be. (g) Each Lender (other than the Swingline Lender) agrees to indemnify the Swingline Lender (to the extent not reimbursed by the Borrower) rateably according to its Pro Rata Share from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Swingline Lender in any way 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 (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. (a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving credit facility, which is part of the Revolving Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.3 (the “Swingline Facility”). (b) An advance made by the Swingline Lender as contemplated by this subsection, prior to such time as such advance is repaid as contemplated by Section 2.3(f) is referred to as a “Swingline Loan”. (c) The outstanding amount of all Swingline Loans at any time shall not exceed the lesser of: (i) Twenty Million Canadian Dollars ($20,000,000.00); and (ii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time as Revolving Loans. (d) The Borrower may obtain advances under the Swingline Facility 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 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 (Toronto 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). (e) 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 accounts pursuant to this Section 2.3(d) in an aggregate total outstanding amount not to exceed Cdn.$10,000,000 at any time. Upon the existence and continuance of a Trigger Event, the Borrower’s right to obtain advances hereunder by way of overdraft may be reduced or suspended, at Administrative Agent’s sole discretion. (f) Swingline Loans made pursuant to Section 2.3(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the 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 2.3(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, as the case may be. (g) Each Lender (other than the Swingline Lender) agrees to indemnify the Swingline Lender (to the extent not reimbursed by the Borrower) rateably according to its Pro Rata Share from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Swingline Lender in any way 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 (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. (a1) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving credit facility, which term facility that is part of the Revolving Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) Facility on the terms set forth in this Section 2.3 2.02 (the “"Swingline Facility”") up to the amount specified in Section 2.02(3). (b2) An advance made 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 subsectionSection 2.02(2), prior to such time as such advance Advance is repaid as contemplated by Section 2.3(f) 2.02(4), or purchased as contemplated by Section 2.02(5), is referred to as a “"Swingline Loan”". (c3) The outstanding amount of all Swingline Loans at any time shall may not exceed the lesser of: (ia) Twenty Million Canadian Dollars ($20,000,000.00); [*****] and (iib) the amount, if any, by which the lesser of the Revolving Facility Maximum Revolver Credit and the Revolving Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding Amount at such time as exceeds the Revolving Facility Outstanding Amount at such time (excluding outstanding Swingline Loans. (d) The Borrower may obtain advances under the Swingline Facility 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 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 (Toronto 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). (e4) Absent the existence At any time 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 accounts pursuant discretion, the Swingline Lender may (but will not be obliged to) deliver a written notice to this Section 2.3(dthe 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 not equal to exceed Cdn.$10,000,000 at the amount of such Swingline Loan. The Lenders will thereupon (irrespective of whether any timecondition 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. Upon The Agent will promptly notify the existence Borrower of any such Prime Rate Advances, and continuance 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 a Trigger Event, the Borrower’s right to obtain advances hereunder by way of overdraft may be reduced or suspended, at Administrative Agent’s sole discretionapplicable Swingline Loan. (f5) Swingline Loans made pursuant to Without limiting the provisions of Section 2.3(d) shall be repaid 2.02(4), on a weekly basis by Administrative Agent requesting the Revolving Facility Maturity Date, or if an advance from Event of Default has occurred and is continuing, each of the Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or US Prime Rate LoanLenders, as the case may be. Swingline Loans made pursuant to Section 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, as the case may be. (g) Each Lender (other than the Swingline Lender) agrees , will purchase from the Swingline Lender, and the Swingline Lender will sell to indemnify 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 extent not reimbursed by foregoing arrangements between such Lenders. (6) Each of the Borrower) rateably according to its Pro Rata Share from Lenders will indemnify and save harmless the Swingline Lender on a pro rata basis against any and all losses and claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Swingline Lender in any way relating related to or arising out of any Swingline Loan made under this Section 2.2, provided that no such by the Swingline Lender shall be liable (except for any portion of such losses or claims resulting liabilities to the extent that they result from the Swingline Lender’s gross negligence or wilful misconduct. (h) The Swingline Lender irrevocably agrees to grant and hereby grants to each misconduct 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 (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. (a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving credit facility, which is part of the Revolving Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.3 2.5 (the “Swingline Facility”). (b) An advance made by the Swingline Lender as contemplated by this subsection, prior to such time as such advance is repaid as contemplated by Section 2.3(f2.5(f) is referred to as a “Swingline Loan”. (c) The outstanding amount of all Swingline Loans at any time shall not exceed the lesser of: (i) Twenty Million Canadian Dollars ($20,000,000.00); and (ii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time as Revolving Loans. (d) The Borrower may obtain advances under the Swingline Facility pursuant to this Section 2.3(d2.5(d) by delivering a notice to Administrative Agent requesting a drawdown under the Swingline Facility prior to 11:00a.m. 11:00 a.m. on the date such 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 (Toronto 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(d2.5(d). (e) 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 accounts pursuant to this Section 2.3(d2.5(d) in an aggregate total outstanding amount not to exceed Cdn.$10,000,000 at any time. Upon the existence and continuance of a Trigger Event, the Borrower’s right to obtain advances hereunder by way of overdraft may be reduced or suspended, at Administrative Agent’s sole discretion. (f) Swingline Loans made pursuant to Section 2.3(d2.5(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the Lenders in the same amount which shall constitute a Canadian Prime Rate Loan or 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 2.3(f2.5(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 Loan, Daily Compounded ▇▇▇▇▇ Loan, US Prime Rate Loan or Daily Simple SOFR Loan, as the case may be. (g) Each Lender (other than the Swingline Lender) agrees to indemnify the Swingline Lender (to the extent not reimbursed by the Borrower) rateably according to its Pro Rata Share from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Swingline Lender in any way relating to or arising out of any Swingline Loan made under this Section 2.22.3, 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 (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. (a) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a revolving credit facility, which is part of the Revolving Loans facility, in an amount up to Twenty Million Canadian Dollars ($20,000,000.00) on the terms set forth in this Section 2.3 2.5 (the “Swingline Facility”). (b) An advance made by the Swingline Lender as contemplated by this subsection, prior to such time as such advance is repaid as contemplated by Section 2.3(f2.5(f) is referred to as a “Swingline Loan”. (c) The outstanding amount of all Swingline Loans at any time shall not exceed the lesser of: (i) Twenty Million Canadian Dollars ($20,000,000.00); and (ii) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Revolving Loans Borrowing Base exceeds the amount of all Loans (other than Swingline Loans) outstanding at such time as Revolving Loans. (d) The Borrower may obtain advances under the Swingline Facility pursuant to this Section 2.3(d2.5(d) by delivering a notice to Administrative Agent requesting a drawdown under the Swingline Facility prior to 11:00a.m. on the date such 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 (Toronto 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(d2.5(d). (e) 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 accounts pursuant to this Section 2.3(d2.5(d) in an aggregate total outstanding amount not to exceed Cdn.$10,000,000 at any time. Upon the existence and continuance of a Trigger Event, the Borrower’s right to obtain advances hereunder by way of overdraft may be reduced or suspended, at Administrative Agent’s sole discretion. (f) Swingline Loans made pursuant to Section 2.3(d2.5(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance from the 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 2.3(f2.5(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, as the case may be. (g) Each Lender (other than the Swingline Lender) agrees to indemnify the Swingline Lender (to the extent not reimbursed by the Borrower) rateably according to its Pro Rata Share from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Swingline Lender in any way relating to or arising out of any Swingline Loan made under this Section 2.22.3, 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 (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. (a1) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower Borrowers a revolving credit facility, facility which is part of the Revolving Loans facility, 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 Twenty Million Canadian Dollars ($20,000,000.00) the Swingline Commitment which, as of the date hereof, is US$5,000,000, on the terms set forth in this Section 2.3 2.02 (the “"Swingline Facility”"). (b2) An advance made At any time that the Borrowers would be entitled to obtain Prime Rate Advances and US Base Rate Advances, as the case may be, under the Revolving Facility, the Borrowers shall be entitled to draw cheques on their respective Cdn. Dollar chequing accounts and US Dollar chequing accounts, as the case may be, maintained from time to time with the Swingline Lender at the Agent's Payment Branch (or in such other accounts with the Swingline Lender at such other branch of the Swingline Lender as may be agreed upon by the Swingline Lender and the applicable Borrower from time to time). The debit balance from time to time in any such Canadian Dollar accounts shall be deemed to be a Prime Rate Advance outstanding to the applicable Borrowers from the Swingline Lender under the Revolving Facility. The debit balance from time to time in any such US Dollar accounts shall be deemed to be a 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 subsection, prior to such time as such advance Advance is repaid as contemplated by Section 2.3(f2.02(4) or purchased as contemplated by Section 2.02(5), is referred to as a “"Swingline Loan”". (c3) 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 shall not exceed the lesser of: (ia) Twenty Million Canadian Dollars ($20,000,000.00)the Swingline Commitment; and (iib) the amount, if any, by which the lesser of the Maximum Revolver Credit and the Aggregate Revolving Loans Borrowing Base 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 Loans Advances (other than Swingline Loans) outstanding at such time as under the Revolving LoansFacility. (d4) The Swingline Lender may (but shall not be obliged to) deliver a written notice to the Agent (which shall thereupon deliver a similar notice to each of the Revolving Lenders) and to 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 may obtain advances requiring repayment of the Swingline Loans owing by it from time to time. Such Borrower 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 Swingline Revolving Facility pursuant in an aggregate amount equal 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 extension of credit is requested. Upon receipt amount of such notice Administrative Agent shall notify the Swingline Lender of the amount Loans 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 subject to the provisions of Section 2.06(4). The Revolving Lenders 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, if any, of an Advance required to be included in an Advance constituting such type of Advance under this Agreement 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 Maturity Date has occurred) make such Prime Rate Advance and US Base Rate Advance, as applicable, under the Revolving Facility and the Agent shall apply the proceeds thereof in repayment of such Swingline Loans. The Agent shall promptly notify the applicable Borrower of any such Prime Rate Advances and US Base Rate Advances, and such Borrower 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 Section 2.02(4), on the Maturity Date, or if an Event of Default has occurred and is continuing, each of the Revolving Lenders agrees that it will purchase from the Swingline Lender, and the Swingline Lender shallagrees that it shall sell to such Revolving Lenders, not later than 4:00 pm (Toronto 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). (e) 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 accounts pursuant to this Section 2.3(d) in an aggregate total outstanding amount not to exceed Cdn.$10,000,000 at any time. Upon the existence and continuance of a Trigger Event, the Borrower’s right to obtain advances hereunder by way of overdraft may be reduced or suspendedfor cash, at Administrative Agent’s sole discretion. (f) Swingline Loans made pursuant to Section 2.3(d) shall be repaid on a weekly basis by Administrative Agent requesting an advance par, without representation or warranty from the 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 2.3(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, as the case may be. (g) Each Lender (other than the Swingline Lender) agrees to indemnify 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 Maturity Date has occurred), on a rateable basis, an undivided interest in all Swingline Loans and all Letters of Credit then outstanding (provided that that no Lender shall be required to purchase such Swingline Loans and Letters of Credit to the extent not reimbursed 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, shall have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the BorrowerAgent, to execute any document as attorney for any Lender in order to complete any such purchase. The Borrowers and the Revolving Lenders acknowledge that the foregoing arrangements are to be settled by the Revolving Lenders among themselves, and the Borrowers expressly consent to the foregoing arrangements among such Lenders. (6) rateably according So long as the Swingline Lender continues to its Pro Rata Share from be a Revolving Lender, each of the Revolving Lenders agrees to indemnify and save harmless the Swingline Lender on a rateable basis against any and all losses and claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Swingline Lender in any way relating related to or arising out of any Letter of Credit issued by the Swingline Loan made under this Section 2.2Lender (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 be liable for have been reduced to zero. Notwithstanding the effectiveness of any portion of such losses or claims resulting from termination, the Swingline Lender’s gross negligence or wilful misconduct. (h) The terminated Swingline Lender irrevocably agrees shall remain a party hereto and shall continue to grant and hereby grants to each have all the rights 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 a Swingline Lender under this Agreement. Each Lender (other than the Agreement with respect to Swingline Lender) unconditionally and irrevocably agrees with the Swingline Lender that, if any Swingline Loan is not repaid in full Loans made 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 it prior to such Lender’s Pro Rata Share of the amount of such termination, but shall not make any additional Swingline Loan or any portion thereof which is not so repaid by the BorrowerLoans. (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.