The Canadian Swingline Lender is authorized by the Canadian Lenders and shall, subject to the provisions of this Section, make Canadian Swingline Loans up to the Canadian Swingline Sublimit in the aggregate outstanding at any time consisting of Canadian Prime Rate Loans or U.S. Index Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and the Canadian Swingline Lender (which Notice of Borrowing, at the Canadian Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Local Time, on the Business Day on which such Canadian Swingline Loan is requested) provided further that the Canadian Swingline Lender shall not be obligated to make any Canadian Swingline Loan at any time when any Canadian Lender is at such time a Defaulting Lender hereunder, unless the Canadian Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Canadian Lender to eliminate the Swingline Lender’s Fronting Exposure. Canadian Swingline Loans shall be subject to periodic settlement with the Canadian Lenders under Section 2.7 below; provided, however, that during the months of November and December of each calendar year the Agent shall settle Canadian Swingline Loans at such times as it shall determine, in its discretion.

The Swingline Lender is authorized by the Domestic Lenders and shall, subject to the provisions of this Section, make Swingline Loans up to the Swingline Sublimit in the aggregate outstanding at any time consisting of only Domestic Prime Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and the Swingline Lender (which Notice of Borrowing, at the Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Local Time, on the Business Day on which such Swingline Loan is requested) provided further that the Swingline Lender shall not be obligated to make any Swingline Loan at any time when any Domestic Lender is at such time a Defaulting Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Domestic Lender to eliminate the Swingline Lender’s Fronting Exposure. Swingline Loans shall be subject to periodic settlement with the Domestic Lenders under Section 2.7 below; provided, however, that during the months of November and December of each calendar year the Agent shall settle Swingline Loans at such times as it shall determine, in its discretion.

The Canadian Swingline Lender may (but shall not be obligated to), at any time, but not less than weekly, on behalf of the Canadian Borrower (which hereby authorizes the Canadian Swingline Lender to act in its behalf in that regard) request the Agent to cause the Canadian Lenders to make a Revolving Loan (which shall be a Canadian Prime Rate Loan or a U.S. Index Rate Loan) in an amount equal to such Canadian Lender’s Canadian Commitment Percentage of the outstanding amount of Canadian Swingline Loans made in accordance with [Section 2.5(b)], which request may be made regardless of whether the conditions set forth in Section 4 have been satisfied. Upon such request, each Canadian Lender shall make available to the Agent at the Agent’s Office the proceeds of such Revolving Loan for the account of the Canadian Swingline Lender. If the Canadian Swingline Lender requires a Revolving Loan to be made by the Canadian Lenders and the request therefor is received prior to 12:00 Noon, Local Time, on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m., Local Time, that day; and, if the request therefor is received after 12:00 Noon, Local Time, then such transfers shall be made no later than 3:00 p.m., Local Time, on the next Business Day. The obligation of each Canadian Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Agent or the Canadian Swingline Lender. If and to the extent any Canadian Lender shall not have so made its transfer to the Agent, such Canadian Lender agrees to pay to the Agent, forthwith on demand, such amount together with interest thereon for each day from such date until the date such amount is paid to the Agent at the rate of interest applicable to such Canadian Loan.

The Canadian Swing Line. Subject to the terms and conditions set forth herein, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Canadian Swing Line Lender may in its sole and absolute discretion, in reliance upon the agreements of the other Canadian Revolving Lenders set forth in this Section 2.23, make loans in Canadian dollars or U.S. dollars (each such loan, a “Canadian Swing Line Loan”) to the Parent Borrower from time to time on or after the Closing Date until the earlier of the Maturity Date and the termination of the Total Canadian Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the Canadian Revolving Credit Exposure of the Lender acting as Canadian Swing Line Lender, may exceed the amount of such Lender’s Canadian Revolving Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, # the aggregate Canadian Revolving Credit Exposure of all Canadian Revolving Lenders shall not exceed the Total Canadian Revolving Commitments at such time, and # the Canadian Revolving Credit Exposure of each Canadian Revolving Lender at such time shall not exceed such Lender’s Canadian Revolving Commitment, and provided, further, that the Parent Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, the Parent Borrower may borrow under this [Section 2.23(a)(ii)], prepay under Section 2.11, and reborrow under this [Section 2.23(a)(ii)]. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolving Lender’s Canadian Revolving Pro Rata Percentage (expressed as a decimal) times the amount of such Canadian Swing Line Loan. Each Canadian Revolving Lender shall have the obligation to purchase and fund risk participations in the Canadian Swing Line Loans and to refinance Canadian Swing Line Loans as provided in this Agreement.

The UK Swingline Lender is authorized by the UK Lenders and shall, subject to the provisions of this Section, make UK Swingline Loans up to the UK Swingline Sublimit in the aggregate outstanding at any time consisting of only UK Base Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and the UK Swingline Lender (which Notice of Borrowing, at the UK Swingline Lender’s discretion, may be submitted prior to 11:00 a.m., Local Time, on the Business Day on which such UK Swingline Loan is requested) provided further that the UK Swingline Lender shall not be obligated to make any UK Swingline Loan at any time when any UK Lender is at such time a Defaulting Lender hereunder, unless the UK Swingline Lender has entered into satisfactory arrangements with the Borrowers or such UK Lender to eliminate the UK Swingline Lender’s Fronting Exposure. UK Swingline Loans shall be subject to periodic settlement with the UK Lenders under Section 2.7 below in the sole discretion of the UK Swingline Lender.

Swingline Loans to the Canadian Borrower exceeding $6,000,000 shall be made at the sole discretion of the Canadian Swingline Lender, # the Canadian Revolving Exposures exceeding the lesser of # the Canadian Revolving Commitments and # the Canadian Borrowing Base then in effect or # the Aggregate Exposures exceeding the lesser of # the Aggregate Commitments and # the Borrowing Base then in effect; provided that noSwingline Lender or # the Availability Conditions not being satisfied; provided that the Swingline Lender shall in no event be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Lead Borrower or the Canadian Borrower, as applicable, may borrow, repay and reborrow Swingline Loans. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan exposure of a Defaulting Lender pursuant to [Section 2.11(a)] does not fully cover the Swingline Loan exposure of such Defaulting Lender, the Administrative Agent may require the applicable Borrower to prepay such remaining exposure in respect of each outstanding Swingline Loan within ten Business Days of demand therefor and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining exposure is repaid.