Common use of Swing Line Facility Clause in Contracts

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line Loan. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid in Full. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve the Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount, in each case under clauses (A) and (B) of this sentence, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 1:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Upon request by the Swing Line Lender, Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the “Swing Line Note”). The Swing Line Note (or, if the Swing Line Note is not requested, this Agreement) shall represent the joint and several obligation of Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrowers, together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The If no Revolving Lender is a Non-Funding Lender, then the Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no not less frequently than once weekly, shall on behalf of the Company Borrowers (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrowers (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all Borrowers’ Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. If any Revolving Lender is a Non-Funding Lender, that Non-Funding Lender’s reimbursement obligations with respect to the Swing Line Loans shall be reallocated to and assumed by the other Revolving Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loans (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately). If any Revolving Lender is a Non-Funding Lender, upon receipt of the demand described above, each Revolving Lender that is not a Non-Funding Lender will be obligated to pay to Agent for the account of the Swing Line Lender its Pro Rata Share of the outstanding Swing Line Loans (increased as described above); provided that no Revolving Lender shall be required to fund any amount in excess of its Revolving Loan Commitment. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of Borrowers. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to Borrowers in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two (2) Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 2.2(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.12.1(a); provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.42.2(d). Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.22.2(b). Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c2.2(d)(iii) or purchase participating interests in accordance with Section 2.2.4(d2.2(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Daily Simple SOFR Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (bii) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Borrower (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 13.1(d) has occurred (in which event the procedures of Section 2.2.4(d2.2(d)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided provided, that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (Chicago time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the The Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The If no Revolving Lender is a Non-Funding Lender, the Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois p.m. (Chicago time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. If any Revolving Lender is a Non-Funding Lender, that Non-Funding Lender’s reimbursement obligations with respect to the Swing Line Loans shall be allocated to and assumed by the other Revolving Lenders pro rata in accordance with their Pro Rata Share (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately). If any Revolving Lender is a Non-Funding Lender, upon receipt of the request described above, each Revolving Lender that is not a Non-Funding Lender will be obligated to disburse to Agent its Pro Rata Share (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately) of the Refunded Swing Line Loan; provided that no Revolving Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Loans, outstanding Letter of Credit Obligations (increased as described in clause (a) of Annex B), the amount of its participation in Swing Line Loans and its pro rata share of unparticipated amounts in Swing Line Loans (increased as described above) to exceed its Revolving Loan Commitment. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereofset forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2.4, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time the Swing Line Availability. Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Company to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weeklyin its sole and absolute discretion, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 13.1.3 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m.noon, Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 13.1.3 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois Chicago time, the amount required pursuant to Sections Section 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three (3) days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, shall make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested . Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentAdvances shall not be used to fund In-Season Overadvances. The provisions of this Section 2.2.4 1.1(b) shall not relieve Lenders of their obligations to make U.S. Revolving Loans Credit Advances under Section 2.1.1; provided 1.1(a), provided, that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any U.S. Revolving Loan Credit Advance that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) U.S. Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, the Company U.S. Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent U.S. Borrower to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, on the Business Day of the proposed Swing Line Loan1.1(a). Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.27.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Lender make U.S. Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(b)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company U.S. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (b) . The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (cii) U.S. Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of U.S. Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to U.S. Borrower together with interest thereon as prescribed in Section 1.2. (iii) The Swing Line Lender, at any time and from time to time, time in its sole and absolute discretion but no less frequently than once weekly, shall on behalf of the Company U.S. Borrower (and the Company U.S. Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line LenderLender but excluding GE Canada) to make a U.S. Revolving Loan Credit Advance to the Company U.S. Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all the U.S. Borrower’s Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 2.2.4(d1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a U.S. Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those U.S. Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the U.S. Borrower. (div) If, prior to refunding a Swing Line Loan with a U.S. Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(b)(iii), one of the events described in Section 13.1.4 Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(b)(v) below, each Lender (excluding GE Canada) shall, on the date such U.S. Revolving Loan Credit Advance was to have been made for the benefit of the CompanyU.S. Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to U.S. Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender (excluding GE Canada) shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Lender's ’s obligation to make U.S. Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(b)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company U.S. Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company U.S. Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Swing Line Lender shall be entitled to recover, on demand, from each Lender (excluding GE Canada) the amounts required pursuant to Sections 1.1.(b)(iii) or 1.1(b)(iv), as the case may be. If and to the extent any Lender shall does not have made make available such amount available amounts to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith Lender shall be entitled to recover, on demand, such amount on demand from such Lender, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by the Borrowing Agent to the Administrative Agent Borrower Representative on behalf of Borrowers in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 1:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, shall be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(b)(iii) or purchase participating interests in accordance with Section 2.2.4(d)1.1(b)(iv) provided that if all of the condition precedents set forth in Section 2.2 have not been met, Swing Line Lender has received a written waiver thereof from Requisite Lenders. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Each note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (each a "Swing Line Note" and, collectively, the "Swing Line Notes"). Each Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall time in its sole and absolute discretion may on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the applicable Borrower's Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(b)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(b)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(b)(iii) or 2.2.4(d1.1(b)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(b); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance which requests a Swing Line Advance and is delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, on the Business Day of the proposed Swing Line Loan1.1(b). Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.22.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Unless refunded as a Revolving Loan as provided in Section 1.1(c)(iii) below, Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon within five (5) Business Days after demand therefor by the Administrative Agent. (b) . The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (cii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c) (as amended, modified, extended, substituted or replaced from time to time, the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.2. (iii) The Swing Line Lender, at any time and from time to time, time in its sole and absolute discretion but no less frequently than once weeklyeach week, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 7.1(f) and 7.1(g) has occurred and is continuing (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, as a Revolving Credit Advance, its Pro Rata Share of the Swing Line Loan on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid by Agent to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 7.1(f) or 7.1(g) has occurredoccurred and is continuing, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (determined with respect to Revolving Loans) of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Swing Line Lender shall be entitled to recover, on demand, from each Revolving Lender the amounts required pursuant to Sections 1.1.(c)(iii) or 1.1(c)(iv), as the case may be. If any Revolving Lender does not have made make available such amount available amounts to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith Lender shall be entitled to recover, on demand, such amount on demand from such Revolving Lender, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Loan Parties may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Company to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company Loan Parties shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Loan Parties (and the Company Loan Parties hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Loan Parties (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the CompanyLoan Parties, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (Chicago time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(b)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no less frequently than once weekly, shall may on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois p.m. (Chicago time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(b)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(b)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(b)(iii) or 2.2.4(d1.1(b)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the ------------------- Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in ------------------ accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed the lesser of (A) the Swing Line Commitment and (B) the Aggregate Borrowing Base less the outstanding balance of the Revolving Loan ---- plus 65% of the Eligible Trade ---- L/C Obligations at such time ("Swing Line Availability"). Moreover, the Swing ----------------------- Line Loan outstanding to any Borrower shall not exceed at any time Swing Line Availabilitythat Borrower's separate Borrowing Base less the Revolving Loan outstanding to such ---- Borrower plus 65% of the Eligible Trade L/C Obligations of such Borrower. Until ---- the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made -------------- pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent to the Administrative Agent by Borrower Representative on behalf of the applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice Those notices must be given no later than 2:00 p.m., Chicago, Illinois 11:00 -------------- a.m. (New York time, ) on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d)Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Each note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) ------------------ (each a "Swing Line Note" and, collectively, the "Swing Line Notes"). Each Swing --------------- ---------------- Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and ----------- all other noncontingent non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (Chicago time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(b)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion but at least once per week, but no less frequently than once weekly, shall may on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois p.m. (Chicago time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(b)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall shall, prior to 2:00 p.m. (Chicago time) in immediately available funds on the Business Day next succeeding the date such request is made, promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(b)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(b)(iii) or 2.2.4(d1.1(b)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice; provided that until the entry of the Final Order, notwithstanding that after making a requested Swing Line Loan, Advances shall be limited as set forth in the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentInterim Order. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the (x) Maximum Amount less the Collateral Reserve and (y) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 12:00 noon (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.22.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iii). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Each Borrower shall, if requested by Swing Line Lender, jointly execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, weekly shall on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the applicable Borrower’s Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless Regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interestapplicable Borrower. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses (as defined in its sole discretion to treat such a request as a request for Section 6.5) that requests a Swing Line Loan. Subject to the terms and conditions hereof, upon the Borrower’s request for a Swing Line Loan as set forth in the applicable Notice of Borrowing, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding Loans outstanding and all outstanding Swing Line Loans, Loans may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 2.5 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.12.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.42.5; provided that the Swing Line Lender shall not be obligated to make any Swing Line Loan at any time when any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.26.5(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, P.M. on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.24.2, be entitled to fund that Swing Line Loan, and to have such Lender the Lenders make Revolving Loans in accordance with Section 2.2.4(c2.5(c) or purchase participating interests therein in accordance with Section 2.2.4(d2.5(d). Notwithstanding any other provision of this Agreement or the other Loan DocumentsFinancing Agreements, each Swing Line Loan shall constitute a Base Prime Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor therefore by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Borrower (which shall be a Base Prime Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 any of Sections 10.1(f), 10.1(g) or 10.1(h) has occurred (in which event the procedures of Section 2.2.4(d2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, P.M. in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, noon on such date, which shall be a Business Day). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c2.5(c), one of the events described in Section 13.1.4 any of Sections 10.1(f), 10.1(g) or 10.1(h) has occurred, then, subject to the provisions of Section 2.2.4(e2.5(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.5(c) and to purchase participation interests in accordance with Section 2.2.4(d2.5(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, P.M. the amount required pursuant to Sections 2.2.4(c2.5(c) or 2.2.4(d2.5(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, noon on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Prime Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(d) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(d). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent Borrowers in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 12:00 noon (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(d)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(d)(ii) (the “Swing Line Note”). Each Swing Line Note shall represent the obligation of Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, weekly shall on behalf of the Company Borrowers (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrowers (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the applicable Borrower’s Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(d)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding repaying a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(d)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(d)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(d)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(d)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, ; or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(d (iii) or 2.2.4(d1.1(d)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower Representative on behalf of the Borrowing Agent applicable Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 1:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(b)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Each note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (each a “Swing Line Note” and collectively, the “Swing Line Note”). Each Swing Line Note shall represent the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all the applicable Borrower’s Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the applicable Borrower. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(b)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(b)(v) below, each Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the Companyapplicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(b)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(b)(iii) or 2.2.4(d1.1(b)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations including interest shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. Swing Line Loans shall bear interest at the Base Rate. (c) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Borrower (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three (3) days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided provided, that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (Chicago time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one (1) Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the "Swing Line Note"). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no not less frequently than once weeklyeach week, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois p.m. (Chicago time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two (2) Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time after the Closing Date and until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) to Borrower in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Lenders pursuant to such notice. The Except as provided in Section 1.1(a)(ii) above, the aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, on the Business Day of the proposed Swing Line Loan1.1(a). Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.27.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (b) . The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. If at any time the outstanding Swing Line Loan exceeds the Swing Line Commitment then no further Swing Line Advances shall be made until any such excess is eliminated and, to the extent that such excess is not repaid under Section 1.1(c)(iii), the Borrower shall immediately repay such excess. (cii) Unless otherwise elected by the Swing Line Lender pursuant to Section 1.9, Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c) (as amended, modified, extended, substituted or replaced from time to time, the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.2. (iii) The Swing Line Lender, at any time and from time to time, time in its sole and absolute discretion but no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (determined with respect to Revolving Loans) of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Swing Line Lender shall be entitled to recover, on demand, from each Revolving Lender the amounts required pursuant to Sections 1.1.(c)(iii) or 1.1(c)(iv), as the case may be. If any Revolving Lender does not have made make available such amount available amounts to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith Lender shall be entitled to recover, on demand, such amount on demand from such Revolving Lender, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanTranche A Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Tranche A Revolving Lenders of their obligations to make Tranche A Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Tranche A Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Accommodation and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time and less the Minimum Excess Availability ("Swing Line Availability"). Moreover, except for Overadvances, the Swing Line Loan outstanding to Borrower shall not exceed at any time the Borrowing Base less the sum of the Minimum Excess Availability and the Revolving Loan outstanding to Borrower. Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by the Borrowing Agent to the Administrative Agent Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 10:30 a.m. (Los Angeles time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Tranche A Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Tranche A Revolving Lender make Tranche A Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. Borrower shall execute and deliver to the Administrative Agent. Swing Line Lender a promissory note to evidence the Swing Line Accommodation. Such note shall be in the principal amount of the Swing Line Accommodation of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (b) a "Swing Line Note"). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Accommodation or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Full. (c) full. The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no not less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Tranche A Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Tranche A Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Tranche A Revolving Lender’s 's Pro Rata Share of the principal amount of all Borrower's Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Tranche A Revolving Loan Credit Advance are then satisfied, each Tranche A Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Tranche A Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 12:00 p.m. (Los Angeles time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Tranche A Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) Loan of Borrower. If, prior to refunding a Swing Line Loan with a Tranche A Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Tranche A Revolving Lender shall, on the date such Tranche A Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Tranche A Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) . Each Tranche A Revolving Lender's obligation to make Tranche A Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Tranche A Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Tranche A Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Tranche A Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time for the first two Business Days and at the Index Rate thereafter. Reliance on Notices. Agent shall be entitled to time rely upon, and shall be fully protected in effect relying upon, any Notice of Tranche A Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and (b) thereafterdelivering any notice in accordance herewith was duly authorized, unless the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein responsible individual acting thereon for Agent has actual knowledge to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Loan”"SWING LINE ADVANCE") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 SECTION 1.1(C) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.1SECTION 1.1(B); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Lenders pursuant to such notice. The Except as provided in SECTION 1.1(B)(II) above, the aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line AvailabilityCommitment and (B) Borrowing Availability ("SWING LINE AVAILABILITY"). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.4SECTION 1.1(C). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, on the Business Day of the proposed Swing Line LoanSECTION 1.1(B). Unless the Swing Line Lender has received at least one (1) Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2SECTION 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(cSECTION 1.1(C)(III) or purchase participating interests in accordance with Section 2.2.4(dSECTION 1.1(C)(IV). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Unless refunded as a Revolving Loan as provided in Section 1.1(c)(iii) below, Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (b) . The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Company to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Company to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses (as defined in its sole discretion to treat such a request as a request for Section 6.5) that requests a Swing Line Loan. Subject to the terms and conditions hereof, upon the Borrower’s request for a Swing Line Loan as set forth in the applicable Notice of Borrowing, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding Loans outstanding and all outstanding Swing Line Loans, Loans may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 2.5 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.12.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.42.5. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.26.5(a). Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.24.2, be entitled to fund that Swing Line Loan, and to have such Lender the Lenders make Revolving Loans in accordance with Section 2.2.4(c2.5(c) or purchase participating interests therein in accordance with Section 2.2.4(d2.5(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Prime Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Borrower (which shall be a Base Prime Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 any of Sections 10.1(f), 10.1(g) or 10.1(h) has occurred (in which event the procedures of Section 2.2.4(d2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m.noon, Chicago, Illinois Chicago time, on such date, which shall be a Business Day). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c2.5(c), one of the events described in Section 13.1.4 any of Sections 10.1(f), 10.1(g) or 10.1(h) has occurred, then, subject to the provisions of Section 2.2.4(e2.5(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.5(c) and to purchase participation interests in accordance with Section 2.2.4(d2.5(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c2.5(c) or 2.2.4(d2.5(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Prime Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1 (c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1 (a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1 (a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 12:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing -3- Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Original Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall time in its sole and absolute discretion may on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the th e events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1 (c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1. 1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.-4-

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion with respect to treat such a request as a request for a Swing Line any requested Revolving Loan. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Borrower (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 SECTION 1.1(B) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.1SECTION 1.1(A); provided provided, that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and the Aggregate Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.4SECTION 1.1(B). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower in accordance with Section 2.2.2SECTION 1.1(A). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 1:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2SECTIONS 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(cSECTION 1.1(B)(III) or purchase participating interests in accordance with Section 2.2.4(dSECTION 1.1(B)(IV). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment, which note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of EXHIBIT 1.1(B)(II) (each a "Swing Line Note," and collectively the "Swing Line Notes"). The Swing Line Note shall represent the joint and several obligations of Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrowers together with interest thereon as prescribed in SECTION 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the applicable Borrower's Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 SECTIONS 8.1(H) or 8.1(I) has occurred (in which event the procedures of Section 2.2.4(dSECTION 1.1 (B)(IV) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the applicable Borrower. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(cSECTION 1.1(B)(III), one of the events described in Section 13.1.4 SECTIONS 8.1(H) or 8.1(I) has occurred, then, subject to the provisions of Section 2.2.4(e) belowSECTION 1.1(B)(V), each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the Companyapplicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 SECTION 1.1(B)(III) and to purchase participation interests in accordance with Section 2.2.4(dSECTION 1.1(B)(IV) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(cSECTIONS 1.1(B)(III) or 2.2.4(d1.1(B)(IV), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser ("Swing Line Availability") of (A) the Swing Line Commitment, (B) the Maximum Amount less the sum of the outstanding balance of the Revolving Loan and the Export-Related Loan at such time and (C) the Borrowing Base less the aggregate outstanding balance of the Revolving Loan (except for Overadvances) at such time. Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by the Borrowing Agent to the Administrative Agent Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Swing Line Lender, subject to the terms hereof, shall make the requested Swing Line Advance to Borrower not later than 3:00 p.m. (New York time) on the requested funding date. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the "Swing Line Note"). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no not less frequently than once weeklyweekly and upon any demand by Agent to Borrower to repay the Swing Line Loan, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all Borrower's Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of Borrower. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Swing Line Facility will be applicable only if there are two or more Lenders. The Administrative Agent shall notify the Swing Line Lender upon the 1240807.08 Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Company to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull in cash or same day funds. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan.. 1240807.08 (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line if there is only one Lender, in its sole discretion, chooses to activate then the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Swingline Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Swingline Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (Chicago time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(b)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (the "Swing Line Note"). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no less frequently than once weekly, shall may on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois p.m. (Chicago time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(b)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(b)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(b)(iii) or 2.2.4(d1.1(b)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanBorrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentCommitments. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Borrowers to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m.P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate LoanLoan unless the Swing Line Lender in its sole discretion shall offer, and Borrowers shall accept, a fixed interest rate (an “Offered Rate”) to be applicable thereto. The Company Borrowers shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall may on behalf of the Company Borrowers (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Borrowers (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 13.1.3 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 13.1.3 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the CompanyBorrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender (1) may, if the applicable Notice of Revolving Credit Advance request is for an Index Rate Loan, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making notice and (2) shall upon Agent’s receipt of a requested notice of Swing Line Loan, Advance in the sum form attached as Exhibit 1.1(c)(i) (“Notice of the Swing Line Lender’s Pro Rata Share of Advance”) by Borrower, make available from time to time until the Revolving Outstanding and all outstanding Commitment Termination Date advances in accordance with any such notice (each advance pursuant to this Section 1.1(c) a “Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentAdvance”). The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided provided, that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such noticenotice described in clause (1) above, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Lenders pursuant to such notice. The Except as provided in Section 1.1(a)(ii) above, the aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a) or pursuant to a Notice of Swing Line Advance provided by 1:00p.m. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois (New York time, ) on the Business Day of on which the proposed Swing Line LoanLoan is to be made. Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance due to the failure of any condition to borrowing contained in Section 7.2 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid in Full. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.in

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Loan”"SWING LINE ADVANCE") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided PROVIDED, that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line AvailabilityCommitment and (B) the lesser of (x) the Maximum Amount and (y) the Aggregate Borrowing Base in each case, less the outstanding balance of the Revolving Loan at such time ("SWING LINE AVAILABILITY"). Moreover, the Swing Line Loan outstanding to any Borrower shall not exceed at any time such Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower, PROVIDED, that in the case of any H&E/Great Northern Advance, "such Borrower's separate Borrowing Base" shall mean the Great Northern Borrowing Base. Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made on the day requested pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower requesting a Swing Line Advance in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois noon (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Majority Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.22.2, except in the case of a Prohibited Swing Line Advance, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(b)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Upon the request of the Swing Line Lender, each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. If a promissory note is requested, each such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (each as amended or replaced from time to time, a "SWING LINE NOTE" and, collectively, the "SWING LINE NOTES"). Each Swing Line Note shall represent the obligation of the applicable Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent non contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, Lender shall at any time and from time to timetime in its sole and absolute discretion, but no not less frequently than once weekly, shall on each Settlement Date on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) ), request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company such Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that such Revolving Lender’s 's Pro Rata Share of the principal amount of all such Borrower's Swing Line Loans Loan (the “Refunded Swing Line Loan”"REFUNDED SWING LINE LOAN") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those such Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the applicable Borrower. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(b)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the Companyapplicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(b)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, ; or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(cSection 1.1(b)(iii) or 2.2.4(d1.1(b)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole reasonable discretion, make available from time to time until the Commitment Termination Date advances in Dollars (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Lenders of their obligations to make Revolving Loans Advances under Section 2.1.11.1(a) or (b); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the sum of the Revolver Borrowing Base and the First Funded Revolver Borrowing Base, in each case, less the outstanding balance of the Loans at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance or Notice of First Funded Revolving Credit Advance, as the case may be, delivered to Agent by the Borrowing Agent to the Administrative Agent Borrower Representative on behalf of Borrowers in accordance with Section 2.2.21.1(a) or (b). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 1:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated or to be dated on or about the date hereof and substantially in the form of Exhibit 1.1(c)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the joint and several obligation of Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrowers together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid in FullDate. (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall or more frequently upon the request of the Borrower Representative, shall, on behalf of the Company Borrowers (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) ), request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrowers (which shall be a Base an Index Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all the Borrowers’ Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given, it being understood that Borrowers may repay such Swing Line Loan with the proceeds of a First Funded Revolving Credit Advance or, if the First Funded Revolving Loan is fully funded at such time, a Revolving Credit Advance, provided that the conditions set forth in Section 2.2 and, with respect to requested LIBOR Loans or BA Rate Loans, Section 1.5(e), are satisfied. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred and is continuing (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan an Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the Borrowers. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurredoccurred and is continuing, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to Borrowers in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Lender's ’s obligation to make Revolving Loans Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanUS Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve A Loan Lenders of their obligations to make US Revolving Loans Credit Advances under Section 2.1.11.1(a)(i); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any US Revolving Loan Credit Advance that otherwise may be made by the A Loan Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the US Borrowing Base, in each case under clauses (A) and (B) of this sentence, less the outstanding balance of the US Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company US Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing US Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable US Borrower in accordance with Section 2.2.21.1(a)(i). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 1:00 p.m.(New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each A Loan Lender make US Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base US Index Rate Loan. The Company US Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Upon request by the Swing Line Lender, US Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the "Swing Line Note"). The Swing Line Note (or, if the Swing Line Note is not requested, this Agreement) shall represent the joint and several obligation of US Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to US Borrowers, together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no not less frequently than once weekly, shall on behalf of the Company US Borrowers (and the Company each US Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each A Loan Lender with a Revolving Commitment (including the Swing Line Lender) to make a US Revolving Loan Credit Advance to the Company US Borrowers (which shall be a Base US Index Rate Loan) in an amount equal to that A Loan Lender’s 's US Pro Rata Share of the principal amount of all US Borrowers' Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a US Revolving Loan Credit Advance are then satisfied, each A Loan Lender shall disburse directly to the Administrative Agent, its US Pro Rata Share of a US Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.is

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line Loan. Subject to the terms and conditions hereofset forth herein, and so long as no Event of Default has occurred, authorized representatives of the Borrowers from time to time listed on Schedule 2.1 hereof may request, pursuant to a notice in the form of Exhibit D attached hereto, the Swing Line Lender to make, and the Swing Line Lender may, if in its sole discretiondiscretion it elects to do so, make available make, on the terms and conditions hereinafter set forth and in reliance upon the agreements of Lenders set forth in this §2.3, Swing Line Advances in Dollars to the Borrowers from time to time until on any Business Day prior to the Termination Maturity Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may an amount not to exceed the Swing Line Lender’s Pro Rata Share of Commitment in the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations aggregate outstanding at any time (after giving effect to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Advance requested) (the “Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4Facility”). Each Swing Line Loan Advance shall be made pursuant to in a Notice minimum amount of Borrowing delivered by the Borrowing Agent to the Administrative Agent $100,000 or an integral multiple of $100,000 in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, on the Business Day excess thereof and shall consist of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. . (b) The Company shall Borrowers hereby absolutely and unconditionally promise to repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Advance on the Administrative Agent. earliest to occur of: (bx) The entire unpaid balance of each the tenth day after the date on which such Swing Line Loan and all other noncontingent Obligations Advance was made or (y) the Maturity Date. Any Swing Line Advance not repaid on any date when due shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid in Fulldeemed to be a Revolving Credit Loan made pursuant to §2.1.1. (c) The In the event that any Swing Line LenderAdvance is not repaid when due, at any time and from time to time, but no less frequently than once weekly, shall on behalf upon conversion of the Company (and the Company hereby irrevocably authorizes the such Swing Line Lender Advance to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Credit Loan, each other Revolving Loan to the Company (which Credit Lender shall be a Base Rate Loan) in an amount equal deemed to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of have purchased from the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to and the Swing Line Lender shall be deemed to have sold and applied assigned to repay each such other Revolving Credit Lender, such Revolving Credit Lender’s Applicable Percentage of such Revolving Credit Loan as of the Refunded date of such conversion (the “Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(cPurchase Price”), one and upon notice from the Administrative Agent (a “Notice of the events described in Section 13.1.4 has occurred, then, subject Purchase”) shall make available to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made Administrative Agent for the benefit account of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, an amount equal to the portion of the outstanding principal amount of its participation interest. (e) Each Lender's obligation such Revolving Credit Loan to make be purchased by such Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including Credit Lender on (i) any setoffthe Business Day on which a Notice of Purchase is given, counterclaim, recoupment, defense or other right provided that such Lender may have against the Swing Line Lendernotice is given not later than 11:00 A.M. (Boston, the Company Massachusetts time) on such Business Day, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of first Business Day next succeeding the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingdate such notice is given. If and to the extent that any such Revolving Credit Lender shall not have so made such amount Revolving Credit Lender’s Swing Loan Purchase Price available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day)Agent, such Revolving Credit Lender agrees to pay interest on such amount to the Administrative Agent forthwith on demand for the account of the Swing Line Lender’s account forthwith on demandLender such amount together with interest thereon, for each day from the date such amount was to have been delivered to the Administrative Agent to due under this subsection (iii) until the date such amount is paid, at a rate per annum equal paid to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, at the Federal Funds Rate. The obligation of each Revolving Credit Lender to deliver to the Administrative Agent an amount equal to its respective participation pursuant to this section shall be absolute and until unconditional and such time, if ever, remittance shall be made notwithstanding the Swing Line Commitment shall not be effective and occurrence or continuation of an Event of Default or the provisions contained failure to satisfy any condition set forth in §6 of this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicableAgreement.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 12:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the "Swing Line Note"). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall time in its sole and absolute discretion may on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion Revolving Credit Advance with respect to treat such a request as a request for a Swing Line an Index Rate Loan. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon one (1) Business Day after demand therefor by the Administrative Agent. (bii) Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Each note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (each a "Swing Line Note" and, collectively, the "Swing Line Notes"). Each Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall time in its sole and absolute discretion may on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the applicable Borrower's Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the applicable Borrower. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the Companyapplicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon requestrequest of Agent, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided provided, that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (Chicago time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Effective Date and substantially in the form of Exhibit 1.1(c)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no not less frequently than once weeklyeach week, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois p.m. (Chicago time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two (2) Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Aggregate Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Moreover, except for Overadvances, the Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Each note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (each a "Swing Line Note" and, collectively, the "Swing Line Notes"). Each Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower, in each case, together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line Loan. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Aggregate Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.12.2.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company Co-Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrowing Agent Co-Borrowers to the Administrative Agent in accordance with Section 2.2.2Agent. Any such notice must be given no later than 2:00 p.m.1:00 P.M., Chicago, Illinois Chicago time, on the Business Day of the proposed Swing Line Loan. The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company Co-Borrowers shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Co-Borrowers (and the Company Co-Borrowers hereby irrevocably authorizes authorize the Swing Line Lender to so act on its their behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company Co-Borrowers (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 13.1.3 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m.P.M., Chicago, Illinois Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 1:00 p.m., Chicago, Illinois Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 13.1.3 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the CompanyCo-Borrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 2.2.4(c) and to purchase participation interests in Swing Line Loans in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company Co-Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company Co-Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.P.M., Chicago, Illinois Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m.noon, Chicago, Illinois Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Overadvances) the Aggregate Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Moreover, except for Overadvances, the Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (Chicago time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Each note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (each a "Swing Line Note" and, collectively, the "Swing Line Notes"). Each Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but no time in its sole and absolute discretion may (and shall not less frequently than once weekly, shall per week) on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the applicable Borrower's Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois p.m. (Chicago time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the applicable Borrower. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the Companyapplicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(c)(iii) or 2.2.4(d1.1(c)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed the lesser of (A) the Swing Line Commitment and (B) the Aggregate Borrowing Base less the outstanding balance of the Revolving Loan plus 65% of the Eligible Trade L/C Obligations at such time ("Swing Line Availability"). Moreover, the Swing Line Loan outstanding to any Borrower shall not exceed at any time Swing Line Availabilitythat Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower plus 65% of the Eligible Trade L/C Obligations of such Borrower. Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent to the Administrative Agent by Borrower Representative on behalf of the applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice Those notices must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (New York time, ) on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d)Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Each note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Effective Date and substantially in the form of Exhibit 1.1(b)(ii) (each a "Swing Line Note" and, collectively, the "Swing Line Notes"). Each Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (c) The Swing Line Lender, at any time and from time to time, but no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (e) Each Lender's obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(b); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Borrowing Availability ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 p.m., Chicago, Illinois time, on the Business Day of the proposed Swing Line Loan1.1(b). Unless the Swing Line Lender has received at least one (1) Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.27.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(c)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (b) . The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (cii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c) (the "Swing Line Note"). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.2. (iii) The Swing Line Lender, at any time and from time to timetime in its sole and absolute discretion, but no less frequently than once weekly, shall may on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s 's Pro Rata Share of the principal amount of all the Swing Line Loans Loan (the “"Refunded Swing Line Loan”") outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 Sections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 2.2.4(d1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(c)(iii), one of the events described in Section 13.1.4 Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (determined with respect to Revolving Loans) of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(c)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Swing Line Lender shall be entitled to recover, on demand, from each Revolving Lender the amounts required pursuant to Sections 1.1.(c)(iii) or 1.1(c)(iv), as the case may be. If any Revolving Lender does not have made make available such amount available amounts to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith Lender shall be entitled to recover, on demand, such amount on demand from such Revolving Lender, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s 's receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances (each, a “"Swing Line Loan”Advance") in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 1.1(d) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Revolver Amount and (except for Overadvances) the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, the Company Borrower may from time to time borrow, repay and reborrow under this Section 2.2.41.1(d). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by the Borrowing Agent Borrower to the Administrative Agent in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois 11:00 a.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one (1) Business Day’s 's prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c1.1(d)(iii) or purchase participating interests in accordance with Section 2.2.4(d1.1(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by the Administrative Agent. (bii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(d)(ii) (the "Swing Line Note"). The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Fullfull. (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, shall on behalf of the Company Borrower (and the Company Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment Lender (including the Swing Line Lenderi) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d1.1(d)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan Credit Advance pursuant to Section 2.2.4(c1.1(d)(iii), one of the events described in Section 13.1.4 Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 2.2.4(e1.1(d)(v) below, each Revolving Lender shall, on the date such Revolving Loan Credit Advance was to have been made for the benefit of the CompanyBorrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (ev) Each Revolving Lender's obligation to make Revolving Loans Credit Advances in accordance with this Section 2.2.4 1.1(d)(iii) and to purchase participation interests in accordance with Section 2.2.4(d1.1(d)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c1.1(d)(iii) or 2.2.4(d1.1(d)(iv), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two (2) Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.

Swing Line Facility. (ai) The Administrative Agent shall notify the Swing Line Lender promptly upon the Administrative Agent’s receipt of any Notice of Borrowing if it chooses in its sole discretion to treat such a request as a request for a Swing Line LoanRevolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time on and after the Closing Date until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) in accordance with any such notice; provided, notwithstanding that after making a requested until the entry of the Final Order, Swing Line Loan, Advances shall be limited as set forth in the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentInterim Order. The provisions of this Section 2.2.4 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1.11.1(a); provided that if the Swing Line Lender makes a Swing Line Loan Advance pursuant to any such notice, such Swing Line Loan Advance shall be in lieu of any Revolving Loan Credit Advance that otherwise may be made by the Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, the Company Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.41.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the Borrowing Agent to the Administrative Agent applicable Borrower in accordance with Section 2.2.21.1(a). Any such notice must be given no later than 2:00 p.m., Chicago, Illinois noon (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Requisite Revolving Lenders instructing it not to make a Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2Sections 2.2, be entitled to fund that Swing Line LoanAdvance, and to have such each Revolving Lender make Revolving Loans Credit Advances in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d1.1(c)(iii). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Base an Index Rate Loan. The Company shall repay As provided in Section 1.1(c)(iii), Agent may cause the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by to be repaid from the Administrative Agentproceeds of a Revolving Credit Advance. (bii) Each Borrower shall, if requested by the Swing Line Lender, jointly execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of each the Swing Line Loan and all other noncontingent non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner Paid paid in Full.full. LEGAL_US_E # 82813718.8 (ciii) The Swing Line Lender, at any time and from time to time, but time no less frequently than once weekly, weekly shall on behalf of the Company any Borrower (and the Company each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to the Company each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of all the applicable Borrower’s Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless Regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 p.m., Chicago, Illinois 3:00 p.m. (New York time, ) in immediately available funds on the Business Day next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago, Illinois time, on such date)given. The proceeds of those Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line LoanLoan of the applicable Borrower. (div) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest[intentionally omitted]. (ev) Each Revolving Lender's ’s obligation to make Revolving Loans in accordance with this Section 2.2.4 and to purchase participation interests Credit Advances in accordance with Section 2.2.4(d1.1(c)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iiiC) any inability of the Company any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time, time or (ivD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Revolving Lender shall does not have made such amount make available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m., Chicago, Illinois time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(dSection 1.1(c)(iii), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 p.m., Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender’s account forthwith on demand, together with interest thereon for each day from the date such amount was to have been delivered to the Administrative Agent to the date of non-payment until such amount is paid, paid in full at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect for the first two (2) Business Days and (b) at the Index Rate thereafter, the Base Rate from time to time in effect. (f) Notwithstanding anything contained herein to the contrary, the Swing Line Commitment shall not be effective unless and until the Swing Line Lender, in its sole discretion, chooses to activate the Swing Line Commitment by providing written notice of such activation to the Borrowing Agent and the Administrative Agent, and until such time, if ever, the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable. For the avoidance of doubt, if there is only one Lender, then the Swing Line Commitment shall not be effective and the provisions contained in this Agreement regarding Swing Line Loans shall not be applicable.