Common use of Swing Line Loan Clause in Contracts

Swing Line Loan. (i) The Treasury Manager may request the Agent to make, and the Agent may, in its sole discretion provided that the requirements of Section 2.8 are complied with by the Borrowers at the time of such request, make, Swing Line Loans to the Borrowers from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate principal amount not to exceed at any date the lesser of (A) $25,000,000 (the "Swing Line Facility") and (B) the aggregate of the unused portions of the Commitments of the Banks as of such date. Each Bank's Commitment shall be deemed utilized by an amount equal to such Bank's pro rata share (based on such Bank's Commitment) of each Swing Line Loan for purposes of determining the amount of Revolving Credit Advances required to be made by such Bank. Swing Line Loans shall bear interest at the Interbank Offered Rate or the Negotiated Rate, as the Borrowers may elect hereunder. Within the limits of the Swing Line Facility, so long as the Agent, in its sole discretion, elects to make Swing Line Loans, the Borrowers may borrow and reborrow under this Section 2.1(b)(i). (ii) The Agent may at any time in its sole and absolute discretion require that any Swing Line Loan be refunded by a Revolving Credit Loan which is an Interbank Offered Rate Loan in the same Permitted Currency in which such Swing Line Loan is denominated, and upon notice thereof by the Agent to the Company and the Banks, the Borrowers shall be deemed to have requested a Revolving Credit Loan bearing interest at the Interbank Offered Rate with an Interbank Interest Period of one month in an amount equal to the amount of any such Swing Line Loan in the same Permitted Currency in which such Swing Line Loan is denominated, and such Revolving Credit Loan shall be made to refund such Swing Line Loan. Each Bank shall be absolutely and unconditionally obligated (except as set forth in Section 2.1(b)(i)) to fund its pro rata share (based on such Bank's Commitment) of such Revolving Credit Loan and such obligation shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or the Company or any of its Subsidiaries may have against the Agent, any Borrower or any of their respective Subsidiaries or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any of their respective Subsidiaries or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing (including any Borrower's failure to satisfy any conditions contained in Article II or any other provision of this Agreement).

Swing Line Loan. (i) The Treasury Manager may request Agent shall notify the Agent Cdn. Swing Line Lender upon Agent’s receipt of any Cdn. Notice of Revolving Credit Advance. Subject to makethe terms and conditions hereof, and the Agent Cdn. Swing Line Lender may, in its sole discretion provided that the requirements of Section 2.8 are complied with by the Borrowers at the time of such requestdiscretion, make, Swing Line Loans to the Borrowers make available from time to time on any Business Day during the period from the Effective Date until the Commitment Termination Date advances (each, a “Cdn. Swing Line Advance”) in an accordance with any such notice. The provisions of this Section 1.1(c) shall not relieve Cdn. Revolving Lenders of their obligations to make Cdn. Revolving Credit Advances under Section 1.1(a); provided that if the Cdn. Swing Line Lender makes a Cdn. Swing Line Advance pursuant to any such notice, such Cdn. Swing Line Advance shall be in lieu of any Cdn. Revolving Credit Advance that otherwise may be made by Cdn. Revolving Credit Lenders pursuant to such notice. The aggregate principal amount of Cdn. Swing Line Advances outstanding shall not to exceed at any date time the lesser of (A) $25,000,000 (the "Cdn. Swing Line Facility") Loan Commitment and (B) the aggregate lesser of the unused portions Cdn. Maximum Amount and Cdn. Borrowing Availability, in each case, less the outstanding balance of the Commitments of the Banks as of Cdn. Revolving Loans at such date. Each Bank's Commitment shall be deemed utilized by an amount equal to such Bank's pro rata share time (based on such Bank's Commitment) of each Swing Line Loan for purposes of determining the amount of Revolving Credit Advances required to be made by such Bank“Cdn. Swing Line Loans shall bear interest at Availability”). Until the Interbank Offered Rate or the Negotiated RateCommitment Termination Date, as the Borrowers Cdn. Borrower may elect hereunder. Within the limits of the Swing Line Facilityfrom time to time borrow, so long as the Agent, in its sole discretion, elects to make Swing Line Loans, the Borrowers may borrow repay and reborrow under this Section 2.1(b)(i1.1(c). (ii) The Agent may at any time in its sole and absolute discretion require that any . Each Cdn. Swing Line Loan be refunded by a Revolving Credit Loan which is an Interbank Offered Rate Loan in the same Permitted Currency in which such Swing Line Loan is denominated, and upon notice thereof by the Agent to the Company and the Banks, the Borrowers shall be deemed to have requested a Revolving Credit Loan bearing interest at the Interbank Offered Rate with an Interbank Interest Period of one month in an amount equal to the amount of any such Swing Line Loan in the same Permitted Currency in which such Swing Line Loan is denominated, and such Revolving Credit Loan Advance shall be made pursuant to refund a Cdn. Notice of Revolving Credit Advance delivered to Agent by Cdn. Borrower in accordance with Section 1.1(a). Any such notice must be given no later than 11:00 a.m. (New York time) on the Business Day of the proposed Cdn. Swing Line LoanAdvance. Each Bank shall be absolutely and unconditionally obligated Unless the Cdn. Swing Line Lender has received at least one (except as 1) Business Day’s prior written notice from Requisite Lenders instructing it not to make a Cdn. Swing Line Advance, the Cdn. Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.1(b)(i)) 2.2, be entitled to fund its pro rata share (based on such Bank's Commitment) of such that Cdn. Swing Line Advance, and to have each Cdn. Revolving Lender make Cdn. Revolving Credit Loan and such obligation shall not be affected by any circumstance, including, without limitation, (iAdvances in accordance with Section 1.1(c)(iii) any set-off, counterclaim, recoupment, defense or other right which such Bank or the Company or any of its Subsidiaries may have against the Agent, any Borrower or any of their respective Subsidiaries or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change purchase participating interests in the condition (financial or otherwise) of any Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any of their respective Subsidiaries or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing (including any Borrower's failure to satisfy any conditions contained in Article II or accordance with Section 1.1(c)(iv). Notwithstanding any other provision of this Agreement)Agreement or the other Loan Documents, the Cdn. Swing Line Loan shall be funded in Canadian Dollars or US Dollars (as set forth in the relevant Cdn. Notice of Revolving Credit Advance) and constitute a Canadian Prime Rate Loan or Canadian Base Rate Loan, as applicable. Cdn. Borrower shall repay the aggregate outstanding principal amount of the Cdn. Swing Line Loan upon demand therefor by Agent.

Swing Line Loan. (i) The Treasury Manager Borrower may request the Administrative Agent to make, and the Administrative Agent may, in its sole discretion provided that the requirements of Section 2.8 Sections 2.6 and 2.7 are complied with by the Borrowers Borrower at the time of such request, make, Swing Line Loans to the Borrowers Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate principal amount not to exceed at any date the lesser of (A) $25,000,000 5,000,000 (the "Swing Line Facility") and (B) the aggregate of the unused portions of the Commitments of the Banks Lenders as of such date. The Administrative Agent may make Swing Line Loans (provided that the Administrative Agent has received a request in writing from the Borrower no later than 1:00 p.m. Chicago time) on the Business Day on which such Swing Line Loan is requested to be made. Each BankSwing Line Loan shall be payable on demand and shall bear interest at the Floating Rate. Each Lender's Commitment shall be deemed utilized by an amount equal to such BankLender's pro rata share (based on such BankLender's Commitment) of each Swing Line Loan for purposes of determining the amount of Revolving Credit Advances required to be made by such Bank. Swing Line Loans shall bear interest at the Interbank Offered Rate or the Negotiated Rate, as the Borrowers may elect hereunderLender. Within the limits of the Swing Line Facility, so long as the Administrative Agent, in its sole discretion, elects to make Swing Line Loans, the Borrowers Borrower may borrow and reborrow under this Section 2.1(b)(i). (ii) The Administrative Agent may at any time in its sole and absolute discretion require that any Swing Line Loan be refunded by a Revolving Credit Loan which is an Interbank Offered a Floating Rate Loan in the same Permitted Currency in which such Swing Line Loan is denominatedLoan, and upon notice thereof by the Administrative Agent to the Company Borrower and the BanksLenders, the Borrowers Borrower shall be deemed to have requested a Revolving Credit Loan bearing interest at the Interbank Offered Floating Rate with an Interbank Interest Period of one month in an amount equal to the amount of any such Swing Line Loan in the same Permitted Currency in which such Swing Line Loan is denominatedLoan, and such Revolving Credit Loan shall be made to refund such Swing Line Loan. Each Bank Lender shall be absolutely and unconditionally obligated (except as set forth in the first paragraph of Section 2.1(b)(i)) to fund its pro rata share (based on such BankLender's Commitment) of such Revolving Credit Loan and such obligation shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or the Company Borrower or any of its Subsidiaries may have against the Administrative Agent, any the Borrower or any of their respective its Subsidiaries or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by any the Borrower or any of their respective its Subsidiaries or any other BankLender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing (including any the Borrower's failure to satisfy any conditions contained in Article II or any other provision of this Agreement).

Swing Line Loan. (i) The Treasury Manager may request Agent shall notify the Agent Cdn. Swing Line Lender upon Agent's receipt of any Cdn. Notice of Revolving Credit Advance. Subject to makethe terms and conditions hereof, and the Agent Cdn. Swing Line Lender may, in its sole discretion provided that the requirements of Section 2.8 are complied with by the Borrowers at the time of such requestdiscretion, make, Swing Line Loans to the Borrowers make available from time to time on any Business Day during the period from the Effective Date until the Commitment Termination Date advances (each, a "Cdn. Swing Line Advance") in an accordance with any such notice. The provisions of this Section 1.1(e) shall not relieve Cdn. Revolving Lenders of their obligations to make Cdn. Revolving Credit Advances under Section 1.1(a); provided that if the Cdn. Swing Line Lender makes a Cdn. Swing Line Advance pursuant to any such notice, such Cdn. Swing Line Advance shall be in lieu of any Cdn. Revolving Credit Advance that otherwise may be made by Cdn. Revolving Credit Lenders pursuant to such notice. The aggregate principal amount of Cdn. Swing Line Advances outstanding shall not to exceed at any date time the lesser of (A) $25,000,000 (the "Cdn. Swing Line Facility") Loan Commitment and (B) the aggregate lesser of the unused portions Cdn. Maximum Amount and Cdn. Borrowing Availability, in each case, less the outstanding balance of the Commitments of the Banks as of Cdn. Revolving Loans at such date. Each Bank's Commitment shall be deemed utilized by an amount equal to such Bank's pro rata share time (based on such Bank's Commitment) of each Swing Line Loan for purposes of determining the amount of Revolving Credit Advances required to be made by such Bank"Cdn. Swing Line Loans shall bear interest at Availability"). Until the Interbank Offered Rate or the Negotiated RateCommitment Termination Date, as the Borrowers Lower Lakes may elect hereunder. Within the limits of the Swing Line Facilityfrom time to time borrow, so long as the Agent, in its sole discretion, elects to make Swing Line Loans, the Borrowers may borrow repay and reborrow under this Section 2.1(b)(i1.1(e). Each Cdn. Swing Line Advance shall be made pursuant to a Cdn. Notice of Revolving Credit Advance delivered to Agent by Lower Lakes in accordance with Section 1.1(a). Any such notice must be given no later than 11:00 a.m. (New York time) on the Business Day of the proposed Cdn. Swing Line Advance. Unless the Cdn. Swing Line Lender has received at least one Business Day's prior written notice from Requisite Lenders instructing it not to make a Cdn. Swing Line Advance, the Cdn. Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2, be entitled to fund that Cdn. Swing Line Advance, and to have each Cdn. Revolving Lender make Cdn. Revolving Credit Advances in accordance with Section 1.1(e)(iii) or purchase participating interests in accordance with Section 1.1(e)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Cdn. Swing Line Loan shall constitute a Canadian Prime Rate Loan. Lower Lakes shall repay the aggregate outstanding principal amount of the Cdn. Swing Line Loan upon demand therefor by Agent. (ii) Lower Lakes shall execute and deliver to the Cdn. Swing Line Lender a promissory note to evidence the Cdn. Swing Line Loan Commitment. Each note shall be in the principal amount of the Cdn. Swing Line Loan Commitment of the Cdn. Swing Line Lender, dated the Restatement Closing Date and substantially in the form of Exhibit 1.1(e)(ii) (each a "Cdn. Swing Line Note" and, collectively, the "Cdn. Swing Line Notes"). Each Cdn. Swing Line Note shall represent the obligation of Lower Lakes to pay the amount of the Cdn. Swing Line Loan Commitment or, if less, the aggregate unpaid principal amount of all Cdn. Swing Line Advances made to Lower Lakes together with interest thereon as prescribed in Section 1.5. The Agent may entire unpaid balance of the Cdn. 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 full. (iii) The Cdn. Swing Line Lender, at any time in its sole and absolute discretion require that any from time to time no less frequently than once weekly shall on behalf of Lower Lakes (and Lower Lakes hereby irrevocably authorizes the Cdn. Swing Line Loan be refunded by Lender to so act on its behalf) request each Cdn. Revolving Lender (including the Cdn. Swing Line Lender) to make a Cdn. Revolving Credit Loan Advance to Lower Lakes (which is an Interbank Offered Rate Loan in the same Permitted Currency in which such Swing Line Loan is denominated, and upon notice thereof by the Agent to the Company and the Banks, the Borrowers shall be deemed to have requested a Revolving Credit Loan bearing interest at the Interbank Offered Canadian Prime Rate with an Interbank Interest Period of one month Loan) in an amount equal to that Cdn. Revolving Lender's Pro Rata Share of the principal amount of any such Lower Lakes' Cdn. Swing Line Loan (the "Cdn. Refunded Swing Line Loan") outstanding on the date such notice is given. Unless any of the events described in the same Permitted Currency Sections 8.1(j) or 8.1(k) has occurred (in which such event the procedures of Section 1.1(e)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Cdn. Revolving Credit Advance are then satisfied, each Cdn. Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a Cdn. Revolving Credit Advance on behalf of the Cdn. Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds on the Business Day next succeeding the date that notice is given. The proceeds of those Cdn. Revolving Credit Advances shall be immediately paid to the Cdn. Swing Line Lender and applied to repay the Cdn. Refunded Swing Line Loan is denominatedof Lower Lakes. (iv) If, and such prior to refunding a Cdn. Swing Line Loan with a Cdn. Revolving Credit Advance pursuant to Section 1.1(e)(iii), one of the events described in Sections 8.1(j) or 8.1(k) has occurred, then, subject to the provisions of Section 1.1(e)(v) below, each Cdn. Revolving Lender shall, on the date such Cdn. Revolving Credit Advance was to have been made for the benefit of Lower Lakes, purchase from the Cdn. Swing Line Lender an undivided participation interest in the Cdn. Swing Line Loan shall be made to refund Lower Lakes in an amount equal to its Pro Rata Share of such Cdn. Swing Line Loan. Upon request, each Cdn. Revolving Lender shall promptly transfer to the Cdn. Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Bank Cdn. Revolving Lender's obligation to make Cdn. Revolving Credit Advances in accordance with Section 1.1(e)(iii) and to purchase participation interests in accordance with Section 1.1(e)(iv) shall be absolutely absolute and unconditionally obligated (except as set forth in Section 2.1(b)(i)) to fund its pro rata share (based on such Bank's Commitment) of such Revolving Credit Loan unconditional and such obligation shall not be affected by any circumstance, including, without limitation, including (iA) any set-offsetoff, counterclaim, recoupment, defense or other right which that such Bank or the Company or any of its Subsidiaries Cdn. Revolving Lender may have against the AgentCdn. Swing Line Lender, any Borrower or any of their respective Subsidiaries or anyone else other Person for any reason whatsoever; (iiB) the occurrence or continuance of a any Default or an Event of Default; (iiiC) any adverse change in the condition (financial or otherwise) inability of any Borrower or any of its Subsidiaries; (iv) any breach of to satisfy the conditions precedent to borrowing set forth in this Agreement by at any Borrower or any of their respective Subsidiaries or any other Bank; time or (vD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing (including foregoing. If any Borrower's failure Cdn. Revolving Lender does not make available to satisfy any conditions contained Agent or the Cdn. Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(e)(iii) or 1.1(e)(iv), as the case may be, the Cdn. Swing Line Lender shall be entitled to recover such amount on demand from such Cdn. Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in Article II or any other provision of this Agreement)full at the Federal Funds Rate for the first two Business Days and at the BA Rate thereafter.

Swing Line Loan. (i) The Treasury Manager may request Agent shall notify the Agent Cdn. Swing Line Lender upon Agent's receipt of any Cdn. Notice of Revolving Credit Advance. Subject to makethe terms and conditions hereof, and the Agent Cdn. Swing Line Lender may, in its sole discretion provided that the requirements of Section 2.8 are complied with by the Borrowers at the time of such requestdiscretion, make, Swing Line Loans to the Borrowers make available from time to time on any Business Day during the period from the Effective Date until the Commitment Termination Date advances (each, a "Cdn. Swing Line Advance") in an accordance with any such notice. The provisions of this Section 1.1(f) shall not relieve Cdn. Revolving Lenders of their obligations to make Cdn. Revolving Credit Advances under Section 1.1(a); provided that if the Cdn. Swing Line Lender makes a Cdn. Swing Line Advance pursuant to any such notice, such Cdn. Swing Line Advance shall be in lieu of any Cdn. Revolving Credit Advance that otherwise may be made by Cdn. Revolving Credit Lenders pursuant to such notice. The aggregate principal amount of Cdn. Swing Line Advances outstanding shall not to exceed at any date time the lesser of (A) $25,000,000 (the "Cdn. Swing Line Facility") Loan Commitment and (B) the aggregate lesser of the unused portions Cdn. Maximum Amount and Cdn. Borrowing Availability, in each case, less the outstanding balance of the Commitments of the Banks as of Cdn. Revolving Loans at such date. Each Bank's Commitment shall be deemed utilized by an amount equal to such Bank's pro rata share time (based on such Bank's Commitment) of each Swing Line Loan for purposes of determining the amount of Revolving Credit Advances required to be made by such Bank"Cdn. Swing Line Loans shall bear interest at Availability"). Until the Interbank Offered Rate or the Negotiated RateCommitment Termination Date, as the Borrowers Lower Lakes may elect hereunder. Within the limits of the Swing Line Facilityfrom time to time borrow, so long as the Agent, in its sole discretion, elects to make Swing Line Loans, the Borrowers may borrow repay and reborrow under this Section 2.1(b)(i1.1(f). Each Cdn. Swing Line Advance shall be made pursuant to a Cdn. Notice of Revolving Credit Advance delivered to Agent by Lower Lakes in accordance with Section 1.1(a). Any such notice must be given no later than 11:00 a.m. (New York time) on the Business Day of the proposed Cdn. Swing Line Advance. Unless the Cdn. Swing Line Lender has received at least one Business Day's prior written notice from Requisite Lenders instructing it not to make a Cdn. Swing Line Advance, the Cdn. Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2, be entitled to fund that Cdn. Swing Line Advance, and to have each Cdn. Revolving Lender make Cdn. Revolving Credit Advances in accordance with Section 1.1(f)(iii) or purchase participating interests in accordance with Section 1.1(f)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Cdn. Swing Line Loan shall constitute a Canadian Prime Rate Loan. Lower Lakes shall repay the aggregate outstanding principal amount of the Cdn. Swing Line Loan upon demand therefor by Agent. (ii) Lower Lakes shall execute and deliver to the Cdn. Swing Line Lender a promissory note to evidence the Cdn. Swing Line Loan Commitment. Each note shall be in the principal amount of the Cdn. Swing Line Loan Commitment of the Cdn. Swing Line Lender, dated the Restatement Closing Date and substantially in the form of Exhibit 1.1(f)(ii) (each a "Cdn. Swing Line Note" and, collectively, the "Cdn. Swing Line Notes"). Each Cdn. Swing Line Note shall represent the obligation of Lower Lakes to pay the amount of the Cdn. Swing Line Loan Commitment or, if less, the aggregate unpaid principal amount of all Cdn. Swing Line Advances made to Lower Lakes together with interest thereon as prescribed in Section 1.5. The Agent may entire unpaid balance of the Cdn. 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 full. (iii) The Cdn. Swing Line Lender, at any time in its sole and absolute discretion require that any from time to time no less frequently than once weekly shall on behalf of Lower Lakes (and Lower Lakes hereby irrevocably authorizes the Cdn. Swing Line Loan be refunded by Lender to so act on its behalf) request each Cdn. Revolving Lender (including the Cdn. Swing Line Lender) to make a Cdn. Revolving Credit Loan Advance to Lower Lakes (which is an Interbank Offered Rate Loan in the same Permitted Currency in which such Swing Line Loan is denominated, and upon notice thereof by the Agent to the Company and the Banks, the Borrowers shall be deemed to have requested a Revolving Credit Loan bearing interest at the Interbank Offered Canadian Prime Rate with an Interbank Interest Period of one month Loan) in an amount equal to that Cdn. Revolving Lender's Pro Rata Share of the principal amount of any such Lower Lakes' Cdn. Swing Line Loan (the "Cdn. Refunded Swing Line Loan") outstanding on the date such notice is given. Unless any of the events described in the same Permitted Currency Sections 8.1(j) or 8.1(k) has occurred (in which such event the procedures of Section 1.1(f)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Cdn. Revolving Credit Advance are then satisfied, each Cdn. Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a Cdn. Revolving Credit Advance on behalf of the Cdn. Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds on the Business Day next succeeding the date that notice is given. The proceeds of those Cdn. Revolving Credit Advances shall be immediately paid to the Cdn. Swing Line Lender and applied to repay the Cdn. Refunded Swing Line Loan is denominatedof Lower Lakes. (iv) If, and such prior to refunding a Cdn. Swing Line Loan with a Cdn. Revolving Credit Advance pursuant to Section 1.1(f)(iii), one of the events described in Sections 8.1(j) or 8.1(k) has occurred, then, subject to the provisions of Section 1.1(f)(v) below, each Cdn. Revolving Lender shall, on the date such Cdn. Revolving Credit Advance was to have been made for the benefit of Lower Lakes, purchase from the Cdn. Swing Line Lender an undivided participation interest in the Cdn. Swing Line Loan shall be made to refund Lower Lakes in an amount equal to its Pro Rata Share of such Cdn. Swing Line Loan. Upon request, each Cdn. Revolving Lender shall promptly transfer to the Cdn. Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Bank Cdn. Revolving Lender's obligation to make Cdn. Revolving Credit Advances in accordance with Section 1.1(f)(iii) and to purchase participation interests in accordance with Section 1.1(f)(iv) shall be absolutely absolute and unconditionally obligated (except as set forth in Section 2.1(b)(i)) to fund its pro rata share (based on such Bank's Commitment) of such Revolving Credit Loan unconditional and such obligation shall not be affected by any circumstance, including, without limitation, including (iA) any set-offsetoff, counterclaim, recoupment, defense or other right which that such Bank or the Company or any of its Subsidiaries Cdn. Revolving Lender may have against the AgentCdn. Swing Line Lender, any Borrower or any of their respective Subsidiaries or anyone else other Person for any reason whatsoever; (iiB) the occurrence or continuance of a any Default or an Event of Default; (iiiC) any adverse change in the condition (financial or otherwise) inability of any Borrower or any of its Subsidiaries; (iv) any breach of to satisfy the conditions precedent to borrowing set forth in this Agreement by at any Borrower or any of their respective Subsidiaries or any other Bank; time or (vD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing (including foregoing. If any Borrower's failure Cdn. Revolving Lender does not make available to satisfy any conditions contained Agent or the Cdn. Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(f)(iii) or 1.1(f)(iv), as the case may be, the Cdn. Swing Line Lender shall be entitled to recover such amount on demand from such Cdn. Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in Article II or any other provision of this Agreement)full at the Federal Funds Rate for the first two Business Days and at the BA Rate thereafter.

Swing Line Loan. (i) The Treasury Manager may request Agent shall notify the Agent Cdn. Swing Line Lender upon Agent's receipt of any Cdn. Notice of Revolving Credit Advance. Subject to makethe terms and conditions hereof, and the Agent Cdn. Swing Line Lender may, in its sole discretion provided that the requirements of Section 2.8 are complied with by the Borrowers at the time of such requestdiscretion, make, Swing Line Loans to the Borrowers make available from time to time on any Business Day during the period from the Effective Date until the Commitment Termination Date advances (each, a "Cdn. Swing Line Advance") in an accordance with any such notice. The provisions of this Section 1.1(f) shall not relieve Cdn. Revolving Lenders of their obligations to make Cdn. Revolving Credit Advances under Section 1.1(a); provided that if the Cdn. Swing Line Lender makes a Cdn. Swing Line Advance pursuant to any such notice, such Cdn. Swing Line Advance shall be in lieu of any Cdn. Revolving Credit Advance that otherwise may be made by Cdn. Revolving Credit Lenders pursuant to such notice. The aggregate principal amount of Cdn. Swing Line Advances outstanding shall not to exceed at any date time the lesser of (A) $25,000,000 (the "Cdn. Swing Line Facility") Loan Commitment and (B) the aggregate lesser of the unused portions Cdn. Maximum Amount and Cdn. Borrowing Availability, in each case, less the outstanding balance of the Commitments of the Banks as of Cdn. Revolving Loans at such date. Each Bank's Commitment shall be deemed utilized by an amount equal to such Bank's pro rata share time (based on such Bank's Commitment) of each Swing Line Loan for purposes of determining the amount of Revolving Credit Advances required to be made by such Bank"Cdn. Swing Line Loans shall bear interest at Availability"). Until the Interbank Offered Rate or the Negotiated RateCommitment Termination Date, as the Borrowers Lower Lakes may elect hereunder. Within the limits of the Swing Line Facilityfrom time to time borrow, so long as the Agent, in its sole discretion, elects to make Swing Line Loans, the Borrowers may borrow repay and reborrow under this Section 2.1(b)(i1.1(f). Each Cdn. Swing Line Advance shall be made pursuant to a Cdn. Notice of Revolving Credit Advance delivered to Agent by Lower Lakes in accordance with Section 1.1(a). Any such notice must be given no later than 11:00 a.m. (New York time) on the Business Day of the proposed Cdn. Swing Line Advance. Unless the Cdn. Swing Line Lender has received at least one Business Day's prior written notice from Requisite Revolving Lenders instructing it not to make a Cdn. Swing Line Advance, the Cdn. Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2, be entitled to fund that Cdn. Swing Line Advance, and to have each Cdn. Revolving Lender make Cdn. Revolving Credit Advances in accordance with Section 1.1(f)(iii) or purchase participating interests in accordance with Section 1.1(f)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Cdn. Swing Line Loan shall constitute a Canadian Prime Rate Loan. Lower Lakes shall repay the aggregate outstanding principal amount of the Cdn. Swing Line Loan upon demand therefor by Agent. (ii) Lower Lakes shall execute and deliver to the Cdn. Swing Line Lender a promissory note to evidence the Cdn. Swing Line Loan Commitment. Each note shall be in the principal amount of the Cdn. Swing Line Loan Commitment of the Cdn. Swing Line Lender, dated the Restatement Closing Date and substantially in the form of Exhibit 1.1(f)(ii) (each a "Cdn. Swing Line Note" and, collectively, the "Cdn. Swing Line Notes"). Each Cdn. Swing Line Note shall represent the obligation of Lower Lakes to pay the amount of the Cdn. Swing Line Loan Commitment or, if less, the aggregate unpaid principal amount of all Cdn. Swing Line Advances made to Lower Lakes together with interest thereon as prescribed in Section 1.5. The Agent may entire unpaid balance of the Cdn. 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 full. (iii) The Cdn. Swing Line Lender, at any time in its sole and absolute discretion require that any from time to time no less frequently than once weekly shall on behalf of Lower Lakes (and Lower Lakes hereby irrevocably authorizes the Cdn. Swing Line Loan be refunded by Lender to so act on its behalf) request each Cdn. Revolving Lender (including the Cdn. Swing Line Lender) to make a Cdn. Revolving Credit Loan Advance to Lower Lakes (which is an Interbank Offered Rate Loan in the same Permitted Currency in which such Swing Line Loan is denominated, and upon notice thereof by the Agent to the Company and the Banks, the Borrowers shall be deemed to have requested a Revolving Credit Loan bearing interest at the Interbank Offered Canadian Prime Rate with an Interbank Interest Period of one month Loan) in an amount equal to that Cdn. Revolving Lender's Pro Rata Share of the principal amount of any such Lower Lakes' Cdn. Swing Line Loan (the "Cdn. Refunded Swing Line Loan") outstanding on the date such notice is given. Unless any of the events described in the same Permitted Currency Sections 8.1(j) or 8.1(k) has occurred (in which such event the procedures of Section 1.1(f)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Cdn. Revolving Credit Advance are then satisfied, each Cdn. Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a Cdn. Revolving Credit Advance on behalf of the Cdn. Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds on the Business Day next succeeding the date that notice is given. The proceeds of those Cdn. Revolving Credit Advances shall be immediately paid to the Cdn. Swing Line Lender and applied to repay the Cdn. Refunded Swing Line Loan is denominatedof Lower Lakes. (iv) If, and such prior to refunding a Cdn. Swing Line Loan with a Cdn. Revolving Credit Advance pursuant to Section 1.1(f)(iii), one of the events described in Sections 8.1(j) or 8.1(k) has occurred, then, subject to the provisions of Section 1.1(f)(v) below, each Cdn. Revolving Lender shall, on the date such Cdn. Revolving Credit Advance was to have been made for the benefit of Lower Lakes, purchase from the Cdn. Swing Line Lender an undivided participation interest in the Cdn. Swing Line Loan shall be made to refund Lower Lakes in an amount equal to its Pro Rata Share of such Cdn. Swing Line Loan. Upon request, each Cdn. Revolving Lender shall promptly transfer to the Cdn. Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Bank Cdn. Revolving Lender's obligation to make Cdn. Revolving Credit Advances in accordance with Section 1.1(f)(iii) and to purchase participation interests in accordance with Section 1.1(f)(iv) shall be absolutely absolute and unconditionally obligated (except as set forth in Section 2.1(b)(i)) to fund its pro rata share (based on such Bank's Commitment) of such Revolving Credit Loan unconditional and such obligation shall not be affected by any circumstance, including, without limitation, including (iA) any set-offsetoff, counterclaim, recoupment, defense or other right which that such Bank or the Company or any of its Subsidiaries Cdn. Revolving Lender may have against the AgentCdn. Swing Line Lender, any Borrower or any of their respective Subsidiaries or anyone else other Person for any reason whatsoever; (iiB) the occurrence or continuance of a any Default or an Event of Default; (iiiC) any adverse change in the condition (financial or otherwise) inability of any Borrower or any of its Subsidiaries; (iv) any breach of to satisfy the conditions precedent to borrowing set forth in this Agreement by at any Borrower or any of their respective Subsidiaries or any other Bank; time or (vD) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing (including foregoing. If any Borrower's failure Cdn. Revolving Lender does not make available to satisfy any conditions contained Agent or the Cdn. Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(f)(iii) or 1.1(f)(iv), as the case may be, the Cdn. Swing Line Lender shall be entitled to recover such amount on demand from such Cdn. Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in Article II or any other provision of this Agreement)full at the Federal Funds Rate for the first two Business Days and at the BA Rate thereafter.