Common use of Swingline Clause in Contracts

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit (the "Swingline") shall be subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A and, except to the extent provided in this section, shall be subject to all terms and conditions of this Article II, specifically including the Facility A Margin Limit. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made in the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section 9.02, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount under the Swingline. In addition, each Facility A Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit (the "Swingline") shall be subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A and, except to the extent provided in this sectionSection, shall be subject to all terms and conditions of this Article II, specifically including the Facility A Margin Limit. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made in the following manner. The : the Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section 9.02Section 9.03, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by three hundred and sixty-five (365); which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount under the Swingline. In addition, each Facility A Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit (the "Swingline") shall be subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A and, except to the extent provided in this sectionSection, shall be subject to all terms and conditions of this Article II, specifically including the Facility A Margin Limit. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made in the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section Section 9.02, except for the requirement in section 9.02(dSection 9.02(c) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount under the Swingline. In addition, each Facility A Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit (the "“Swingline"”) shall be subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A and, except to the extent provided in this sectionSection, shall be subject to all terms and conditions of this Article II, II specifically including the Facility A Margin Limit. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made in the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section Section 9.02, except for the requirement in section 9.02(dSection 9.02(c) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "“Swingline Reduction Amount"”) for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender ▇▇▇▇▇▇ agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount under the Swingline. In addition, each Facility A Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's ▇▇▇▇▇▇’s Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's ▇▇▇▇▇▇’s said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit xv) (the "Swingline"i) shall be subject Subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by set forth herein, the Swingline Lender only, and agrees to make Swingline Loans in Dollars under the Commitments to the Borrower or any Borrowing Subsidiary from time to time on any Business Day during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (A) the aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000 or (B) the total Revolving Credit Exposures exceeding the total Commitments; provided that the Swingline Lender shall not have be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the right foregoing limits and subject to assign the terms and conditions set forth herein, the Company or grant any Borrowing Subsidiary may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be in an aggregate amount that is not less than $100,000. Swingline Loans shall be ABR Loans or, subject to the next sentence, a participation in Swingline Loan may bear interest at a fixed or floating rate of interest (a “Negotiated Rate”) separately agreed by the Company and the Swingline in whole or in part to Lender. Notwithstanding any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part provision of Facility A and, except this Agreement to the extent provided in this sectioncontrary (other than Section 2.21(a)(ii), which shall apply to Negotiated Rate Swingline Loans), each Negotiated Rate Swingline Loan shall be subject to all such interest rate terms (including as to computation of the applicable interest rate and conditions of this Article IIrate basis, specifically including the Facility A Margin Limit. (dprepayment indemnities, increased cost provisions and repayment) Subject as may be agreed to paragraph (f) below, Advances to and Repayments by the Borrower under Company and the Swingline shall be made Lender, and such terms are incorporated in the following mannerthis Agreement. The Swingline Lender will shall have no obligation to agree to a Negotiated Rate or to make Advances to the any Negotiated Rate Swingline Loans. (i) Each applicable Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented shall repay to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the then unpaid principal amount of each Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section 9.02, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest Loan on the Outstanding Principal Amount under earlier of (A) the Maturity Date, (B) the 15th day after such Swingline shall be payable by the Borrower to the Swingline Lender Loan is made and (for its own accountC) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion fiscal quarter of the SwinglineSwingline Lender; provided that, payable to notwithstanding the forgoing, each applicable Borrower and the Swingline Lender (may agree on another date for its own account), calculated on a daily basis as being the difference between (i) the repayment for any Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity DateLoan. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount under the Swingline. In addition, each Facility A Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit (the "“Swingline"”) shall be subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A and, except to the extent provided in this sectionSection, shall be subject to all terms and conditions of this Article II, II specifically including the Facility A Margin Limit. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made in the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section Section 9.02, except for the requirement in section 9.02(dSection 9.02(c) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "“Swingline Reduction Amount"”) for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount under the Swingline. In addition, each Facility A Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's ’s Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's ’s said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.

Swingline. A portion of (a) The notice and minimum amount requirements provided for in this Agreement otherwise applicable to Revolving Loans under the Revolving Facility A will not apply to Revolving Loans in the maximum amount form of Base Rate Loans or Prime Rate Loans only obtained by way of an overdraft not to exceed $6,000,000 or the equivalent thereof in Canadian Dollars (the “Swingline Limit”) in the Borrower’s Account opened for such purpose as a swingline facility with the Swingline Limit Lender (the "“Swingline") shall ”). The Swingline will be advanced and managed solely by the Swingline Lender and not adjusted among the Lenders in proportion to their Commitments or otherwise. Any cheque or payment instruction or debit authorization from the Borrower resulting in an overdraft in the Borrower’s Account will be deemed to be a request for such an Advance. The Swingline will be subject to the following terms and conditions, conditions (in addition to any other applicable terms and conditions contained in this Agreement:): (ai) The the Swingline shall will be established and maintained by the Swingline Lender only, and the Swingline Lender shall will not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person.Person without the consent of the Borrower; (bii) The Outstanding Principal Amount the outstanding Revolving Loans under the Swingline shall will not at any time exceed the Swingline Limit.; (ciii) The the Swingline shall will be only available by way of Base Rate Loans or Prime Rate Loans; (iv) the Swingline will form a part of the Revolving Facility A and, except to the extent provided in this sectionSection, shall will be subject to all terms and conditions of this Article IIthe Revolving Facility, specifically including the Facility A Margin Limit.maximum principal amount of the Revolving Facility; and (dv) Subject at any time and from time to paragraph time (f) below, Advances to and Repayments by before or after the Borrower under the Swingline shall be made in the following manner. The Swingline Lender will make Advances to the Borrower into one occurrence of a Default or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borroweran Event of Default), the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments may request that a redistribution among the Lenders having Commitments under the Swingline. Advances to Revolving Facility of the Borrower and Repayments by the Borrower amounts outstanding under the Swingline shall be made without notice effected, whereupon such Lenders and shall the Swingline Lender will proceed to such redistribution by purchasing from the Swingline Lender a portion of the Revolving Loans outstanding under the Swingline such that, immediately thereafter, the Revolving Loans of each Lender having a Commitment under the Revolving Facility will be on in an aggregate amount equal to such Lender’s Applicable Percentage of the Revolving Commitments and the amounts outstanding under the Swingline will be nil, for a dollar for dollar basis (i.e. not subject consideration equal to minimum amounts or multiples)the principal amount of the Revolving Loans so purchased. (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section 9.02, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (hb) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance reduce and repay the outstanding Revolving Loans under Facility A from the Facility A Lenders in an Swingline by a specified amount (in this paragraph called the "“Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the ”). The Borrower agrees to promptly comply with any such request. The request by making a repayment on the Swingline from its resources or by requesting an Advance under the Revolving Facility, the proceeds of such Advance shall which will be applied to reduce the Outstanding Principal Amount outstanding Revolving Loans under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each the Lenders having Commitments under the Revolving Facility A Lender agrees agree that upon request by the Swingline Lender it they will make an Advance Advances under the Revolving Facility A in an aggregate amount equal to its Proportionate Share of the Swingline Reduction AmountAmount (which is notified to them as an amount in US$ in accordance with this Section 2.7(b)), the proceeds of which shall will be applied to reduce the Outstanding Principal Amount outstanding Revolving Loans under the SwinglineSwingline by an amount equal to the Swingline Reduction Amount. In additionIf the Swingline Reduction Amount is an amount in Canadian Dollars, each Facility A Lender hereby accepts from the Borrower authorises the Administrative Agent to (i) convert such amount in Canadian Dollars to US$ by using the Exchange Equivalent on the date of the Advance; and (ii) notify the Swingline Lender of such Exchange Equivalent Amount, and the Borrower further authorises the Administrative Agent to convert such Advances under the Revolving Facility in US$ to Canadian Dollars by using the Exchange Equivalent, for application on the date of payment, to reduce the outstanding Revolving Loans under the Swingline by the Swingline Lender by the Swingline Reduction Amount. (c) If the Borrower shall request a participation drawdown under the Revolving Facility other than under this Section 2.7 (which participation shall be non-recourse to a “Syndicated Drawdown”) and the Swingline Lender) in the Outstanding Principal Amount under ’s pro rata share of such Syndicated Drawdown would cause the Swingline from time to time, in such Lender's Proportionate Share ’s pro rata share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold all credit outstanding under this Agreement together with the Swingline Lender harmless from liability Loans then outstanding to exceed the Swingline Lender’s individual Commitment, then the Borrower shall be deemed to have notified the Administrative Agent of a repayment of the Swingline Loans to the extent of such excess (without any bonus or penalty being payable in respect of, thereof) and the Borrower shall make such Lender's said Proportionate Share repayment on the requested date of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.Syndicated Drawdown.

Swingline. A portion of Facility A 1 in the maximum amount of the Swingline Limit (the "“Swingline"”) shall be subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount Advances under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A 1 and, except to the extent provided in this section, shall be subject to all terms and conditions of this Article II, specifically including the applicable to Facility A Margin Limit1. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made by way of Overdrafts in the following manner. The Swingline Lender will make Advances to the Borrower into one or more a Canadian Dollar bank accounts account or U.S. Dollar account (as applicable) designated by the Borrower from time to time as required in order to honour cheques drawn by the Borrower on such accounts which are presented to the Swingline Lender for paymentpayment and to fund other debits and charges to such accounts. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments Repayments under the Swingline. (e) No Draw Request shall be required in connection with Advances made under the Swingline. All Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice to or from the Borrower and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section 9.02, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A 1 from the Facility A 1 Lenders in an amount (in this paragraph called the "“Swingline Reduction Amount"”) for the purpose of reducing the Outstanding Principal Amount Advances under the Swingline; , and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount Advances under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two three (23) Business Days after receipt thereof, each Facility A 1 Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A 1 in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount Advances under the Swingline. In addition, each Facility A 1 Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount Advances under the Swingline from time to time, in such Facility 1 Lender's Proportionate Share of Facility A. Each Facility A Lender 1, and hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Facility 1 Lender's said Proportionate Share of such Outstanding Principal Amount participation under the Swingline. Each said Facility A 1 Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount Advances under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a any Facility A 1 Lender to make Advances under Facility A 1 in excess of its Commitment under Facility A.1.

Swingline. A portion of the Revolving Facility A in the maximum amount of the Swingline Limit (is hereby designated as the "Swingline") " and shall be subject to the following terms and conditions, conditions (in addition to any other applicable terms and conditions contained in this Agreement:): (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other PersonLender. (b) The Outstanding Principal Amount Advances under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of the Revolving Facility A and, except to the extent provided in this section, shall be subject to all terms and conditions of this Article II, specifically including the Revolving Facility A Margin Limit. (d) Subject to paragraph (fe) below, Advances to and Repayments repayments by the Borrower under the Swingline shall be made by way of Swingline Advances in the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts an account designated by the Borrower Borrower, from time to time as required in order to honour cheques drawn by the Borrower on such accounts which are presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. . (e) Advances to the Borrower and Repayments by the Borrower repayments under the Swingline shall be made without notice to or from the Borrower and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section 9.02, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance reduce the Outstanding Advances under Facility A from the Facility A Lenders in an Swingline by a specified amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the ). The Borrower agrees to promptly comply with any such request. The request by making a repayment on the Swingline from its own resources or in its discretion and provided the Advance is available on the Revolving Facility by requesting an Advance, the proceeds of such Advance which shall be applied to reduce the Outstanding Principal Amount Advances under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees the Lenders agree that upon request by the Swingline Lender it they will make an Advance under Facility A Advances in an aggregate amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount Advances under the Swingline. In addition, each Any Advance on the Revolving Facility A Lender hereby accepts from to reduce the Swingline Lender a participation (which participation shall be non-recourse to Advance is without effect on the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's Proportionate Share of Revolving Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.Maximum Amount.

Swingline. A portion of Facility A in On the maximum amount of the Swingline Limit (the "Swingline") shall be terms and subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A and, except to the extent provided in this section, shall be subject to all terms and conditions of this Article II, specifically including the Facility A Margin Limit. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made in the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrowerset forth herein, the Swingline Lender shall withdraw funds from such accounts agrees that it may, from time to time to, but not including, the Termination Date, agree to make Warehouse Advances, Construction Advances, Repurchased Advances, and apply such funds as repayments under the Swingline. Foreclosure Advances to the Borrower and Repayments requested by the Borrower under the Company in an aggregate outstanding amount not to exceed FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00). Such Swingline Advances shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section 9.02, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share the amount of the Swingline Reduction Amount, Advance requested by the proceeds of which shall be Company less any payments applied to reduce outstanding Advances on the Outstanding Principal Amount under date of such Swingline Advance. A Swingline Advance may be made as a Warehouse Advance, a Repurchased Advance, and a Foreclosure Advance, and shall bear interest, from the Swinglinedate of such Swingline Advance until paid in full, at the Applicable Rate applicable to that type of Advance. In addition, each Facility A Lender Swingline Advances shall be evidenced by a Swingline Note. The Lenders (including Bank United) hereby accepts agree to purchase from the Swingline Lender a an undivided participation (which participation shall be non-recourse to interest in all outstanding Swingline Advances held by the Swingline Lender at any time in an amount equal to each Lender's Commitment Percentage of such Swingline Advances. The Swingline Lender may at any time in its sole and absolute discretion (and shall no less frequently than weekly) request the Lenders to fund their Commitment Percentage in the Outstanding Principal Amount under aggregate amount necessary to repay the outstanding Swingline from time to time, in such Lender's Proportionate Share of Facility A. Each Facility A Advances and each Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, fund such Lender's said Proportionate Share Commitment Percentage of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by Advances, regardless of any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty howeveror other condition which would otherwise excuse such Lender from funding its Commitment Percentage of such Swingline Advances, nothing herein provided that no Lender shall require a Facility A Lender be required to make Advances under Facility A to repay Swingline Advances which would cause such Lender's portion of all Advances then outstanding to exceed such Lender's Commitment Amount, in excess of each case at the time the Lender funds its Commitment under Facility A.Percentage of such Swingline Advances; and provided further, that a Lender shall not be obligated to make Advances to repay Swingline Advances unless (A) the Swingline Lender believed in good faith that all conditions to making the subject Swingline Advance were satisfied at the time such Swingline Advance was made, or (B) such Lender had actual knowledge, by receipt of the statements furnished to it pursuant to Section 6.2 hereof or otherwise, that any such condition had not been satisfied and failed to notify the Swingline Lender in a writing received by the Swingline Lender prior to the time it made such Swingline Advance that the Swingline Lender was not authorized to make a Swingline Advance until such condition had been satisfied, or (C) the satisfaction of any such condition that was not satisfied had been waived in writing by the requisite Lenders in accordance with the provisions of this Agreement. Upon an Event of Default and the acceleration of the Obligations, each Lender (including Bank United) shall fund such Lender's Commitment Percentage of such Swingline Advances. Each Lender's Commitment Percentage of the Swingline Advances shall be delivered directly to the Swingline Lender in immediately available funds at the office of the Administrative Agent by 2:00 o'clock, p.m. on (i) the date of such request therefor, if such request is made prior to 10:00 o'clock, a.m., or (ii) otherwise, the first (1st) Business Day following such request therefor, and shall be promptly applied against the outstanding Swingline Advances. Upon any such delivery and application, the amount so refunded shall cease to be a Swingline Advance, and shall become an Advance made by the applicable Lender to the Company.

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit (the "Swingline"a) shall be subject Subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by set forth herein, the Swingline Lender only, Bank agrees to make Swingline Loans to the Borrower in Dollars from time to time on any Business Day during the period commencing at the beginning of the Revolving Credit Period and ending on the Swingline Lender shall tenth Business Day preceding the last day of the Revolving Credit Period in an aggregate outstanding principal amount at any time that will not have the right to assign or grant a participation result in the Swingline Exposure exceeding the Swingline Commitment or the aggregate Credit Exposure exceeding the total Commitments. Notwithstanding the foregoing, the Swingline Bank shall not be required to make a Swingline Loan if (i) any Bank shall be in whole default of its obligations under this Agreement or (ii) any Bank shall have notified the Swingline Bank and the Borrower in part writing at least one Business Day prior to any other Personthe date of Borrowing with respect to such Swingline Loan, that the conditions set forth in Section 3.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan. Each Swingline Loan shall be due and payable on the maturity thereof, provided that in no event shall such maturity be later than the fifth Business Day preceding the Maturity Date. (b) The Outstanding Principal Amount under Borrower shall give the Swingline Bank and the Administrative Agent notice (a “Notice of Swingline Borrowing”), signed by a Responsible Officer, not later than 3:00 P.M. (New York City time) on the date of each Swingline Loan, specifying: (i) the date of such Swingline Loan, which shall not at any time exceed be a Business Day, and (ii) the aggregate amount of such Swingline LimitLoan. (c) The Swingline shall form a part of Facility A andBank will make the requested amount available promptly on that same day, except to the extent Administrative Agent (for the account of the Borrower as set forth in Section 2.4(b)) who, thereupon, will promptly make such amount available to the Borrower in like funds as provided in this section, therein. Each Swingline Loan shall be subject to all terms in an aggregate amount that is an integral multiple of $1,000,000 and conditions of this Article II, specifically including the Facility A Margin Limitnot less than $1,000,000. (d) Subject The Swingline Bank may by written notice given to paragraph (f) below, Advances to and Repayments by the Borrower under Administrative Agent not later than 10:00 a.m. on any Business Day notify the Administrative Agent that the Swingline Bank is requesting that each Bank, and/or the Administrative Agent may (with the consent of Required Banks) or shall be made in (at the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated request of Required Banks) by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented written notice given to the Swingline Lender for payment. As deposits are made into such accounts by Bank not later than 10:00 a.m. on any Business Day require that each Bank, at the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation option of the Swingline Lender to make each Advance under Bank or the Swingline shall be subject to Administrative Agent, as the satisfaction of all conditions precedent in section 9.02case may be, except for the requirement in section 9.02(d) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A a loan in an amount equal to its Proportionate Share Lender Percentage of the Swingline Reduction Amountoutstanding principal balance of, and accrued and unpaid interest on, the proceeds Swingline Loans, or (ii) purchase, unconditionally and irrevocably, without recourse or warranty, an undivided participating interest in the outstanding principal balance of, and accrued and unpaid interest on, the Swingline Loans in an amount equal to its Lender Percentage thereof. In either such case (i) the Administrative Agent shall notify each Bank of which the details thereof and of the amount of such Bank’s loan or participation interest, as the case may be, and (ii) each Bank shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be applied accurate, any condition to reduce the Outstanding Principal Amount making of any loan hereunder shall have been fulfilled, or any other matter whatsoever, make the loan required to be made by it, or purchase the participation required to be purchased by it, under this paragraph by wire transfer of immediately available funds to the Swinglineaccount of the Administrative Agent most recently designated by it for such purpose by notice to the Banks, (A) in the event that such Bank receives such notice prior to 12:00 noon on any Business Day, by no later than 3:00 p.m. on such Business Day, or (B) in the event that such Bank receives such notice at or after 12:00 noon on any Business Day, by no later than 1:00 p.m. on the immediately succeeding Business Day. In additionEach loan made pursuant to this paragraph (d) shall, each Facility A Lender hereby accepts from for all purposes hereof, be deemed to be a Committed Base Rate Loan made pursuant to Section 2.2, and the Swingline Lender a participation (which participation Banks’ obligations to make such loans shall be non-recourse absolute and unconditional. The Administrative Agent will make such Committed Base Rate Loans, or the amount of such participations, as the case may be, available to the Swingline Lender) Bank by promptly crediting or otherwise transferring the amounts so received, in the Outstanding Principal Amount under like funds, to the Swingline from time to time, in such Lender's Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's said Proportionate Share of such Outstanding Principal Amount under the SwinglineBank. Each said Facility A Bank shall also be liable for an amount equal to the product of its Lender acknowledges Percentage and agrees any amounts paid by the Borrower pursuant to this Section 2.17 that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without regard to the occurrence and continuance of a any Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess the compliance by the Borrower with any of its Commitment obligations under Facility A.the Loan Documents. (e) Each Bank shall indemnify and hold harmless the Administrative Agent and the Swingline Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses resulting from any failure on the part of such Bank to pay, or from any delay in paying the Administrative Agent any amount such Bank is required to pay in accordance with this Section 2.17 (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Swingline Bank, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Swingline Bank, as the case may be), and such Bank shall be required to pay interest to the Administrative Agent for the account of the Swingline Bank from the date such amount was due until paid in full, on the unpaid portion thereof, at a rate of interest per annum equal to (i) from the date such amount was due until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, payable upon demand by the Swingline Bank. The Administrative Agent shall distribute such interest payments to the Swingline Bank upon receipt thereof in like funds as received. (f) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Bank, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Bank pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Bank.

Swingline. A portion of Facility A in the maximum amount of the Swingline Limit (the "Swingline") shall be subject to the following terms and conditions, in addition to any other applicable terms and conditions contained in this Agreement: (a) The Swingline shall be established and maintained by the Swingline Lender only, and the Swingline Lender shall not have the right to assign or grant a participation in the Swingline in whole or in part to any other Person. (b) The Outstanding Principal Amount under the Swingline shall not at any time exceed the Swingline Limit. (c) The Swingline shall form a part of Facility A and, except to the extent provided in this sectionSection, shall be subject to all terms and conditions of this Article II, II - specifically including the Facility A Margin Limit. (d) Subject to paragraph (f) below, Advances to and Repayments by the Borrower under the Swingline shall be made in the following manner. The Swingline Lender will make Advances to the Borrower into one or more Canadian Dollar bank accounts designated by the Borrower as required in order to honour cheques drawn by the Borrower on such accounts presented to the Swingline Lender for payment. As deposits are made into such accounts by the Borrower, the Swingline Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swingline. Advances to the Borrower and Repayments by the Borrower under the Swingline shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). (e) The obligation of the Swingline Lender to make each Advance under the Swingline shall be subject to the satisfaction of all conditions precedent in section Section 9.02, except for the requirement in section 9.02(dSection 9.02(c) to provide a Draw Request. (f) Interest on the Outstanding Principal Amount under the Swingline shall be payable by the Borrower to the Swingline Lender (for its own account) at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month. (g) The Borrower hereby agrees to pay a standby fee with respect to the unused portion of the Swingline, payable to the Swingline Lender (for its own account), calculated on a daily basis as being the difference between (i) the Swingline Limit and (ii) the Outstanding Principal Amount under the Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. (h) The Swingline Lender may in its discretion at any time, by written notice to the Borrower, require the Borrower to request an Advance under Facility A from the Facility A Lenders in an amount (in this paragraph called the "Swingline Reduction Amount") for the purpose of reducing the Outstanding Principal Amount under the Swingline; and the Borrower agrees to promptly comply with any such request. The proceeds of such Advance shall be applied to reduce the Outstanding Principal Amount under the Swingline accordingly. If the Borrower fails to comply with any such request from the Swingline Lender within two (2) Business Days after receipt thereof, each Facility A Lender agrees that upon request by the Swingline Lender it will make an Advance under Facility A in an amount equal to its Proportionate Share of the Swingline Reduction Amount, the proceeds of which shall be applied to reduce the Outstanding Principal Amount under the Swingline. In addition, each Facility A Lender hereby accepts from the Swingline Lender a participation (which participation shall be non-recourse to the Swingline Lender) in the Outstanding Principal Amount under the Swingline from time to time, in such Lender's Proportionate Share of Facility A. Each Facility A Lender hereby absolutely and unconditionally agrees to indemnify and hold the Swingline Lender harmless from liability in respect of, such Lender's said Proportionate Share of such Outstanding Principal Amount under the Swingline. Each said Facility A Lender acknowledges and agrees that its obligation to acquire a participation in such Outstanding Principal Amount under the Swingline and its said indemnity obligation are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder. For greater certainty however, nothing herein shall require a Facility A Lender to make Advances under Facility A in excess of its Commitment under Facility A.