THAT WILL NOT RESULT IN THE AGGREGATE PRINCIPAL AMOUNT OF
OUTSTANDING CANADIAN SWINGLINE LOANS EXCEEDING $5.0 MILLION AND PROVIDED THAT
AFTER MAKING A CANADIAN SWINGLINE LOAN, THE SUM OF THE TOTAL CANADIAN EXPOSURES
SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL CANADIAN REVOLVING COMMITMENTS
MINUS ANY LINE RESERVE ALLOCATED TO THE CANADIAN REVOLVING COMMITMENTS AND (B)
THE CANADIAN BORROWING BASE THEN IN EFFECT; PROVIDED THAT THE CANADIAN SWINGLINE
LENDER SHALL NOT BE REQUIRED TO MAKE A CANADIAN SWINGLINE LOAN TO REFINANCE AN
OUTSTANDING SWINGLINE LOAN.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN, CANADIAN BORROWER MAY BORROW, REPAY AND
REBORROW CANADIAN SWINGLINE LOANS.
(E)
CANADIAN SWINGLINE LOANS.
TO REQUEST A SWINGLINE LOAN,
ADMINISTRATIVE BORROWER SHALL DELIVER, BY HAND DELIVERY OR TELECOPIER, A DULY
COMPLETED AND EXECUTED BORROWING REQUEST TO THE CANADIAN ADMINISTRATIVE AGENT
AND THE CANADIAN SWINGLINE LENDER, NOT LATER THAN 2:00 P.M., NEW YORK CITY TIME,
ON THE DAY OF A PROPOSED CANADIAN SWINGLINE LOAN.
EACH SUCH NOTICE SHALL BE
IRREVOCABLE AND SHALL SPECIFY THE REQUESTED DATE (WHICH SHALL BE A BUSINESS DAY)
AND THE AMOUNT OF THE REQUESTED CANADIAN SWINGLINE LOAN.
EACH CANADIAN
SWINGLINE LOAN SHALL BE A CANADIAN PRIME RATE LOAN.
THE CANADIAN SWINGLINE
LENDER SHALL MAKE EACH
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CANADIAN SWINGLINE LOAN AVAILABLE TO CANADIAN BORROWER BY MEANS OF A CREDIT TO
THE GENERAL DEPOSIT ACCOUNT OF CANADIAN BORROWER WITH THE CANADIAN SWINGLINE
LENDER BY 3:00 P.M., NEW YORK CITY TIME, ON THE REQUESTED DATE OF SUCH CANADIAN
SWINGLINE LOAN.
CANADIAN BORROWER SHALL NOT REQUEST A CANADIAN SWINGLINE LOAN
IF AT THE TIME OF OR IMMEDIATELY AFTER GIVING EFFECT TO THE EXTENSION OF CREDIT
CONTEMPLATED BY SUCH REQUEST A DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD
RESULT THEREFROM.
CANADIAN SWINGLINE LOANS SHALL BE MADE IN MINIMUM AMOUNTS OF
CAN$1.0 MILLION AND INTEGRAL MULTIPLES OF CAN$500,000 ABOVE SUCH AMOUNT.
(F)
PREPAYMENT.
CANADIAN BORROWER SHALL HAVE THE RIGHT AT ANY TIME
AND FROM TIME TO TIME TO REPAY ANY CANADIAN SWINGLINE LOAN, IN WHOLE OR IN PART,
UPON GIVING WRITTEN NOTICE TO THE CANADIAN SWINGLINE LENDER AND THE CANADIAN
ADMINISTRATIVE AGENT BEFORE 12:00 (NOON), NEW YORK CITY TIME, ON THE PROPOSED
DATE OF REPAYMENT.
(G)
PARTICIPATIONS.
EITHER SWINGLINE LENDER MAY AT ANY TIME IN ITS
DISCRETION BY WRITTEN NOTICE GIVEN TO THE APPLICABLE ADMINISTRATIVE AGENT
(PROVIDED SUCH NOTICE REQUIREMENT SHALL NOT APPLY IF EITHER (I) THE US SWINGLINE
LENDER AND THE US ADMINISTRATIVE AGENT ARE THE SAME ENTITY OR (II) THE CANADIAN
SWINGLINE LENDER AND THE CANADIAN ADMINISTRATIVE AGENT ARE THE SAME ENTITY, AS
APPLICABLE) NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, ON THE NEXT
SUCCEEDING BUSINESS DAY FOLLOWING SUCH NOTICE REQUIRE THE REVOLVING LENDERS TO
ACQUIRE PARTICIPATIONS ON SUCH BUSINESS DAY IN ALL OR A PORTION OF THE SWINGLINE
LOANS THEN OUTSTANDING.
SUCH NOTICE SHALL SPECIFY THE AGGREGATE AMOUNT OF
SWINGLINE LOANS IN WHICH REVOLVING LENDERS WILL PARTICIPATE.
PROMPTLY UPON
RECEIPT OF SUCH NOTICE, THE APPLICABLE ADMINISTRATIVE AGENT WILL GIVE NOTICE
THEREOF TO EACH REVOLVING LENDER, SPECIFYING