Common use of Swing Line Facility Clause in Contracts

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Borrowing. 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d). Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower to Agent in accordance with Section 2.2(b). Any such notice must be given no later than 2:00 P.M., 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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Loan. Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 in Dollars (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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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 Same Day Funds on the Termination Date if not sooner paid in full. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds Same Day Funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 1:00 p.m., 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 Same Day Funds, the amount of its participation interest. (e) Each Lender’s obligation to make Revolving Loans in accordance with Section 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., 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 noon, 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve the Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The If no Revolving Lender is a Non-Funding Lender, then the Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall on behalf of Borrower Borrowers (and 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 Borrower 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of Borrowers. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrowers, 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. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of BorrowingRevolving Credit Advance in respect of a Revolving Credit Advance (a) to be denominated in Dollars and to bear interest by reference to the Dollar Index Rate, (b) to be denominated in Sterling and to bear interest by reference to the Sterling Index Rate, (c) to be denominated in Euro and to bear interest by reference to the Euro Index Rate or (d) to be denominated in Hong Kong Dollars and to bear interest by reference to the Hong Kong Dollars Index Rate. Subject to the terms and conditions hereof, the Swing Line Lender may, but shall have no duty to, in its sole discretionaccordance with any such notice, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) (a) in accordance with Dollars to the Domestic Borrowers or (b) in any such notice, notwithstanding that after making a requested Swing Line Loan, Foreign Currency to the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentForeign Borrowers. The provisions of this Section 2.2(d1.1(b) shall not relieve Lenders or the Fronting Lender of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 Lenders or the Fronting Lender pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the Swing Line AvailabilityAvailability as of such time. Until the Commitment Termination Date, Borrower the Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to the Administrative Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago (x) 3:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance, in the case of a Swing Line Advance in Dollars or (y) 10:00 a.m. (New York time) on the date which is (A) two (2) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Sterling or Euro and (B) three (3) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Hong Kong Dollars. 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 each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or 1.1(b)(iv), as applicable, or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(v). Notwithstanding If any other provision Lender shall fail to make available to the Administrative Agent its Pro Rata Share (or, in the case of this Agreement or the other Loan Documents, each any Swing Line Loan Advance in any Foreign Currency, the Fronting Lender shall constitute a Daily Simple SOFR Loan. Borrower fail to make available the Fronted Percentage) of any Revolving Credit Advance in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, Borrowers shall repay the aggregate outstanding principal amount of each the portion of the Swing Line Loan then outstanding due to such failure upon demand therefor by the Administrative Agent. (ii) If requested by the Swing Line Lender, each 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)-A (in the case of the Domestic Borrowers) or Exhibit 1.1(b)(ii)-B (in the case of the Foreign Borrowers) (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note shall represent the joint and several obligation of the applicable 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 the Domestic Borrowers or the Foreign Borrowers, as applicable, 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 full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative 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 available to Borrower (which shall be a Base Rate Loan) in an amount equal to that Lender’s the Domestic Borrowers its Pro Rata Share of a Revolving Credit Advance in Dollars equal to the principal amount of all the portion of the Swing Line Loans (the “Refunded Swing Line Loan”) Loan denominated in Dollars and outstanding on the date such notice is givengiven (the “Refunded Dollar Swing Line Loan”). Unless any of the events described in Section 13.1(dSections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(b)(v) 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 Agent, the Administrative Agent its Pro Rata Share of such Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., Chicago 3:00 p.m. (New York time, ) in immediately available funds in Dollars on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago time, on such date)given. The proceeds of those each such Revolving Loans Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Dollar Swing Line Loan. (iv) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Foreign Currency Lender (including the Swing Line Lender, as applicable) and the Fronting Lender to make available to the Foreign Borrowers its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of a Revolving Credit Advance in a Foreign Currency equal to the principal amount of the portion of the Swing Line Loan denominated in such Foreign Currency and outstanding on the date such notice is given (the “Refunded Foreign Currency Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Foreign Currency Lender and the Fronting Lender shall disburse directly to the Administrative Agent its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in such Foreign Currency on the second Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Foreign Currency Swing Line Loan. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). (v) If, prior to refunding a portion of the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), one of the events described in Sections 8.1(g) or 8.1(h) has occurred, then, subject to the provisions of Section 1.1(b)(vi) below: (A) in the case of any portion of the Swing Line Loan denominated in Dollars, each Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iii), 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 portion of the Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in Dollars, the amount of each such participation interest; and (B) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iv), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such portion of the Swing Line Loan. Upon request, each Foreign Currency Lender and the Fronting Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in such Foreign Currency, the amount of each such participation interest. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such participation interest purchased by the Fronting Lender in accordance with Section 9.9(e)(i). (vi) Each Lender’s and the Fronting Lender’s obligation to make Revolving Credit Advances in accordance with Sections 1.1(b)(iii) and 1.1(b)(iv) and to purchase participation interests in accordance with Section 1.1(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Fronting Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender or the Fronting Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii), 1.1(b)(iv) or 1.1(b)(v), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) in the case of any portion of the Swing Line Loan denominated in Dollars, at the Federal Funds Rate for the first two Business Days and at the Dollar Index Rate thereafter or (y) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, at the Sterling Index Rate, Euro Index Rate or the Hong Kong Dollars Index Rate, as applicable.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of BorrowingBorrowing 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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Borrowing Agent to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M.p.m., Chicago 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time time, but no less frequently than once weekly, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 Chicago, Illinois time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving Credit Advance in respect of a Revolving Credit Advance (a) to be denominated in Dollars and to bear interest by reference to the Dollar Index Rate or (b) to be denominated in Sterling and to bear interest by reference to the Sterling Index Rate. Subject to the terms and conditions hereof, the Swing Line Lender may, but shall have no duty to, in its sole discretionaccordance with any such notice, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) (a) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, Dollars to the sum of U.S. Borrowers or (b) in Sterling to the Swing Line Lender’s Pro Rata Share of the Revolving Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentU.K. Borrowers. The provisions of this Section 2.2(d1.1(b) shall not relieve Lenders or the Fronting Lender of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 Lenders or the Fronting Lender pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the Swing Line AvailabilityAvailability as of such time. Until the Commitment Termination Date, Borrower the Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago (x) 3:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance, in the case of a Swing Line Advance in Dollars or (y) 10:00 a.m. (New York time) on the date which is two (2) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance in Sterling. 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 each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or 1.1(b)(iv), as applicable, or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(v). Notwithstanding If any other provision Lender shall fail to make available to Agent its Pro Rata Share (or, in the case of this Agreement or the other Loan Documents, each any Swing Line Loan Advance in Sterling, the Fronting Lender shall constitute a Daily Simple SOFR Loan. Borrower fail to make available the Fronted Percentage) of any Revolving Credit Advance in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, Borrowers shall repay the aggregate outstanding principal amount of each the portion of the Swing Line Loan then outstanding due to such failure upon demand therefor by Agent. (ii) Each 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)-A (in the case of the U.S. Borrowers) or Exhibit 1.1(b)(ii)-B (in the case of the U.K. Borrowers) (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note shall represent the joint and several obligation of the applicable 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 the U.S. Borrowers or the U.K. Borrowers, as applicable, 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 full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative 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 available to Borrower (which shall be a Base Rate Loan) in an amount equal to that Lender’s the U.S. Borrowers its Pro Rata Share of a Revolving Credit Advance in Dollars equal to the principal amount of all the portion of the Swing Line Loans (the “Refunded Swing Line Loan”) Loan denominated in Dollars and outstanding on the date such notice is givengiven (the “Refunded Dollar Swing Line Loan”). Unless any of the events described in Section 13.1(dSections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(b)(v) 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 Agent, Agent its Pro Rata Share of such Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., Chicago 3:00 p.m. (New York time, ) in immediately available funds in Dollars on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago time, on such date)given. The proceeds of those each such Revolving Loans Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Dollar Swing Line Loan. (iv) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Sterling Lender (including the Swing Line Lender, as applicable) and the Fronting Lender to make available to the U.K. Borrowers its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of a Revolving Credit Advance in Sterling equal to the principal amount of the portion of the Swing Line Loan denominated in Sterling and outstanding on the date such notice is given (the “Refunded Sterling Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Sterling Lender and the Fronting Lender shall disburse directly to Agent its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in Sterling on the second Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Sterling Swing Line Loan. Each Non-Sterling Lender shall purchase an undivided participation interest in each such Sterling Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). (v) If, prior to refunding a portion of the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), one of the events described in Sections 8.1(g) or 8.1(h) has occurred, then, subject to the provisions of Section 1.1(b)(vi) below: (A) in the case of any portion of the Swing Line Loan denominated in Dollars, each Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iii), 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 portion of the Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in Dollars, the amount of each such participation interest; or (B) in the case of any portion of the Swing Line Loan denominated in Sterling, each Sterling Lender and the Fronting Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iv), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such portion of the Swing Line Loan. Upon request, each Sterling Lender and the Fronting Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in Sterling, the amount of each such participation interest. Each Non-Sterling Lender shall purchase an undivided participation interest in each such participation interest purchased by the Fronting Lender in accordance with Section 9.9(e)(i). (vi) Each Lender’s and the Fronting Lender’s obligation to make Revolving Credit Advances in accordance with Sections 1.1(b)(iii) and 1.1(b)(iv) and to purchase participation interests in accordance with Section 1.1(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Fronting Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender or the Fronting Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii), 1.1(b)(iv) or 1.1(b)(v), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) in the case of any portion of the Swing Line Loan denominated in Dollars, at the Federal Funds Rate for the first two Business Days and at the Dollar Index Rate thereafter or (y) in the case of any portion of the Swing Line Loan denominated in Sterling, at the Sterling Index Rate.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(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 Borrower to Agent in accordance with Section 2.2(b1.1(b). Any such notice must be given no later than 2:00 P.M., 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 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. 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 Agent. (ii) . 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 full. (ii) 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 in its sole and absolute discretion but no less frequently than once weeklyeach week, shall on behalf of Borrower (and 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 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(dSections 7.1(f) and 7.1(g) has occurred and is continuing (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 7.1(f) or 7.1(g) has occurred and is continuing, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) 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 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 make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line 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 of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Administrative Agent shall notify the Swing Line Lender upon Administrative Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 (1) the Maximum Amount less the outstanding balance of the Loans at such time and (2) except for Overadvances, the Borrowing Base less the outstanding balance of the Loans at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Administrative Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 1:00 p.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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv)Advance. Notwithstanding any other provision of this Agreement or the other Credit Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Administrative Agent; provided that Administrative Agent shall make reasonable efforts, so long as no Event of Default then exists, to manage any such demand for payment to enable Borrower to refinance such Swing Line Loan with the proceeds of a Revolving Credit Advance; provided further that if an Event of Default then exists and Borrower does not have sufficient cash or Cash Equivalents to repay such Swing Line Loan, then no Cash Dominion Event shall occur solely as a result of the failure to repay such Swing Line Loan. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, its Pro Rata Share of a Revolving Credit Advance prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of any Default or Event of Default, (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender or Borrower, together with interest thereon for each day from the date of nonpayment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of Borrowers in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv)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 Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall in its sole and absolute discretion may on behalf of any Borrower (and 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 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of 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 Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The If no Revolving Lender is a Non-Funding Lender, the Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., p.m. (Chicago time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Borrowing. 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d). Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower to Agent in accordance with Section 2.2(b). Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Loan. Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 Outstandings 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(d1.1(b) shall not relieve Lenders of their obligations to make U.S. Revolving Loans Credit Advances under Section 2.1(a1.1(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 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, U.S. Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by U.S. Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 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 each Lender with a make U.S. Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. U.S. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) . 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 full. (ii) 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 in its sole and absolute discretion but no less frequently than once weekly, shall on behalf of U.S. Borrower (and 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 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(dSections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 Loan of the U.S. Borrower. (iv) If, prior to refunding a Swing Line Loan with a U.S. Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender (excluding GE Canada) shall, on the date such U.S. Revolving Credit Advance was to have been made for the benefit of the U.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. (v) Each Lender’s obligation to make U.S. Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, U.S. Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of U.S. Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) 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 any Lender does not make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line 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 of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M.p.m., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weeklyin its sole and absolute discretion, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.3 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m.noon, 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 13.1.3 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 obligation to make Revolving Loans in accordance with Section 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., Chicago time, the amount required pursuant to 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 noon, 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.

Swing Line Facility. (i) Administrative Agent shall notify the Swing Line Lender upon Administrative Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve the Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 (1) the Maximum Amount less the outstanding balance of the Revolving Loan and (2) the Borrowing Base less the outstanding balance of the Revolving Loan ("Swing Line Availability"). Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Administrative Agent by Borrower to Agent Representative on behalf of Borrowers in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 2.3, be entitled to fund that Swing Line LoanAdvance, and to have each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Administrative Agent. (ii) 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 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 non-contingent 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 Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(dSECTION 1.1(B) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(aSECTION 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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(dSECTION 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 to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(bSECTION 1.1(A). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iiiSECTION 1.1(B)(III) or purchase participating interests in accordance with Section 2.2(d)(ivSECTION 1.1(B)(IV). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of any Borrower (and 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 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(dSECTIONS 8.1(H) or 8.1(I) has occurred (in which event the procedures of Section 2.2(d)(ivSECTION 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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the applicable Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to SECTION 1.1(B)(III), one of the events described in SECTIONS 8.1(H) or 8.1(I) has occurred, then, subject to the provisions of SECTION 1.1(B)(V), each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with SECTION 1.1(B)(III) and to purchase participation interests in accordance with SECTION 1.1(B)(IV) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to SECTIONS 1.1(B)(III) or 1.1(B)(IV), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 each such Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weeklyeach week, shall on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., p.m. (Chicago time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 12:00 noon (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 each such Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 Restatement 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of any Borrower (and 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 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., p.m. (Chicago time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the applicable Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable 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. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) The Agent shall notify the Swing Line Lender or the Canadian Swing Line Lender, as applicable, upon the Agent’s receipt of any Notice of BorrowingRevolving Credit Advance from any Borrower which requests Swing Line Advances (as defined below). Subject to the terms and conditions hereof, the Swing Line Lender or Canadian Swing Line Lender may, in its sole discretion, make available from time to time until the Commitment Termination Date advances in Dollars to the U.S. Borrower or advances in Canadian Dollars to any Canadian Borrower (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 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(d2.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a); provided provided, that if the Swing Line Lender or Canadian Swing Line Lender, as applicable, 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 Line Cap, in each case, less the outstanding balance of the Revolving Loans and Letter of Credit Obligations at such time (“Swing Line Availability”). Until the Commitment Termination Date, Borrower the Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d2.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to the Agent by a Borrower to Agent in accordance with Section 2.2(b2.1(a)(i). Any such notice must be given no later than 2:00 P.M., Chicago 11:00 a.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance. Unless the Swing Line Lender or Canadian Swing Line Lender, as applicable, has received at least one Business Day’s prior written notice from the Required Requisite Lenders instructing it not to make a any Swing Line LoanAdvance, the Swing Line Lender or Canadian Swing Line Lender, as applicable, shall, notwithstanding the failure of any condition precedent set forth in Section 12.23.2, be entitled to fund that any requested Swing Line LoanAdvance, and to have each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii2.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv2.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each (i) Swing Line Loan Loans denominated in Dollars shall constitute a Daily Simple SOFR LoanBase Rate Loans, (ii) Swing Line Loans denominated in Canadian Dollars shall constitute Canadian Prime rate Loans and (iii) Swing Line Loans shall not be made in any currency other than Dollars or Canadian Dollars. Each Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon written demand therefor by the Agent. Each Swing Line Advance made in Canadian Dollars to any Canadian Borrower shall be in a minimum principal amount of C$1,000,000. (ii) Upon request by the Swing Line Lender or Canadian Swing Line Lender, as applicable, each Borrower shall execute and deliver to the Swing Line Lender or Canadian Swing Line Lender, as applicable, 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 or Canadian Swing Line Lender, as applicable and substantially in the form of Exhibit 2.1(b)(ii) (each a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note (or, if Swing Line Notes are not requested, this Agreement) shall represent the obligation of such Borrower to pay the amount of the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 2.5. 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 Date, if not sooner paid in full. (iii) The Swing Line Lender, at any time time, and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall on behalf of the U.S. Borrower (and the 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 Lender) to make a Revolving Loan to Credit Advance for the account of the U.S. 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 the U.S. Borrower’s Swing Line Loans Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. If any Lender is a Non-Funding Lender, and the conditions precedent set forth in Section 3.2 are satisfied at such time, that Non-Funding ▇▇▇▇▇▇’s reimbursement obligations with respect to the Swing Line Loans shall be reallocated to and assumed by the other Lenders 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 Lender’s Pro Rata Share had been increased proportionately); provided that no Lender shall be reallocated any such reimbursement obligations to the extent such reallocation shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. If any Lender is a Non-Funding Lender, upon receipt of the demand described above, each Lender that is not a Non-Funding Lender will be obligated to pay to the 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 Lender shall be required to fund any amount to the extent such funding shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. Unless any of the events described in Section 13.1(dSections 9.1(j) or (k) has occurred (in which event the procedures of Section 2.2(d)(iv2.1(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 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the U.S. Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.1(b)(iii), one of the events described in Sections 9.1(j) or 9.1(k) has occurred, then, subject to the provisions of Section 2.1(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made, purchase, or be deemed to have purchased, 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. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.1(b)(iii) and to purchase participation interests in accordance with Section 2.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Canadian Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Agent or the Swing Line Lender or the Canadian Swing Line Lender, as applicable, the amount required pursuant to Sections 2.1(b)(iii) or 2.1(b)(iv), as the case may be, the Swing Line Lender or the Canadian Swing Line lender, as applicable, shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Base Rate thereafter.

Swing Line Facility. (ia) Administrative Agent shall notify the Swing Line Lender upon Administrative Agent’s receipt of any Notice of BorrowingBorrowing requesting 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 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 Outstandings Loans, participation interests in Letters CHICAGO/#2647830.13 of Credit and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Loan Commitment. The provisions of this Section 2.2(d) 2.2 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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 Maturity Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower Borrowers to Administrative Agent in accordance with Section 2.2(b)2.3.2. Any such notice must be given no later than 2:00 P.M.11:00 A.M., 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 12.217.2, be entitled to fund that Swing Line Loan, and to have each Lender with a Revolving Commitment make Revolving Loans Lenders settle in accordance with Section 2.2(d)(iii2.8(a) or purchase participating interests in accordance with Section 2.2(d)(iv2.8(b). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Administrative Agent. (iib) 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 Maturity Date if not sooner paid in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 1:00 P.M., Chicago Pittsburgh 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weeklyat the discretion of the Swing Line Lender, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 Pittsburgh time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago Pittsburgh 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 Section 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., Pittsburgh 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 noon, Pittsburgh 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.

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of BorrowingBorrowing (as defined in 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 Outstandings 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(d) 2.5 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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 Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d)2.5; 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 Borrower to the Administrative Agent in accordance with Section 2.2(b6.5(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Lender with a Revolving Commitment the Lenders make Revolving Loans in accordance with Section 2.2(d)(iii2.5(c) or purchase participating interests therein in accordance with Section 2.2(d)(iv2.5(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Prime Rate Loan. The Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor therefore by the Administrative Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 Section 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., 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 noon, 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.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of BorrowingBorrowing (as defined in 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 Outstandings 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(d) 2.5 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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 Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d)2.5. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Borrower to the Administrative Agent in accordance with Section 2.2(b6.5(a). Any such notice must be given no later than 2:00 P.M., 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 each Lender with a Revolving Commitment the Lenders make Revolving Loans in accordance with Section 2.2(d)(iii2.5(c) or purchase participating interests therein in accordance with Section 2.2(d)(iv2.5(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Prime Rate Loan. The Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower (and the 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 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(dany of Sections 10.1(f), 10.1(g) or 10.1(h) has occurred (in which event the procedures of Section 2.2(d)(iv2.5(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m.noon, 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 2.5(c), one of the events described in any of Sections 10.1(f), 10.1(g) or 10.1(h) has occurred, then, subject to the provisions of Section 2.5(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Borrower, 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 Section 2.5(c) and to purchase participation interests in accordance with Section 2.5(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 Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any inability of the Borrower 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 time, the amount required pursuant to Sections 2.5(c) or 2.5(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 noon, 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 Prime Rate from time to time in effect.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingUS 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 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(d1.1(c) shall not relieve A Loan Lenders of their obligations to make US Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower US Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing US Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable US Borrower in accordance with Section 2.2(b1.1(a)(i). Any such notice must be given no later than 2:00 P.M., Chicago 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 each A Loan Lender with a make US Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR US Index Rate Loan. Borrower US Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall on behalf of Borrower US Borrowers (and 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 Borrower 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., 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.is

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 in Dollars (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 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the US Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the US Borrowers to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR LoanBase Rate Loan unless the Swing Line Lender in its sole discretion shall offer, and the US Borrowers shall accept, a fixed interest rate (an “Offered Rate”) to be applicable thereto. Borrower The US Borrowers shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weeklytime, shall may on behalf of Borrower the US Borrowers (and each US 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 Borrower the US 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(d) 13.1.3 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 13.1.3 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 US 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 obligation to make Revolving Loans in accordance with Section 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, any US 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 any US Borrower 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 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 noon, 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. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason, any Borrower is prohibited by any applicable Law from making any required payment hereunder in an Alternative Currency, the applicable Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 each such Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than in its sole and absolute discretion but at least once weeklyper week, shall may on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., p.m. (Chicago time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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, 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. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M.Notwithstanding any other provision of this Agreement or the other Loan Documents, Chicago time, on the Business Day of the proposed Swing Line Loan shall constitute an Index Rate Loan. 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(a)-(c), be entitled to fund that Swing Line LoanAdvance, and to have each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or Those notices from Requisite Revolving Lenders must be given no later than noon (New York time) on the other Loan Documents, each Business Day preceding the proposed Swing Line Loan shall constitute a Daily Simple SOFR Loan. Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by AgentAdvance. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion but no less frequently than once weekly, weekly shall on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such participation interest is to be purchased or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 Advances outstanding shall not exceed 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 any such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice Those notices must be given no later than 2:00 P.M., Chicago 12:00 noon. (Toronto 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 Agent or Requisite Revolving Lenders instructing it not to make a the Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.22.2 of this Agreement (other than the condition precedent set forth in Section 2.2(e) of this Agreement), be entitled to fund that such Swing Line LoanAdvance and, and in connection with such Swing Line Advance, to have each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or to purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Canadian Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 Protective 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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the Borrowers in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 3:00 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 12.22.2, be entitled to fund that Swing Line LoanAdvance, and to have each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) Except as provided in Section 1.12, the 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”). Such Swing Line Note shall represent the joint and several obligations of the 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 the 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 owing to Agent or any Lender 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 Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall in its sole and absolute discretion, may on behalf of Borrower the Borrowers (and 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 Borrower the 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 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(d8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the Borrowers. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Section 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to the 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. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Section 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 Except as provided in Section 1.1(a)(ii) above, no Swing Line Loans Advance shall be made if (A) such Swing Line Advance, when added to the other Swing Line Advances then outstanding, shall exceed the Swing Line Commitment or (B) such Swing Line Advance shall exceed Borrowing Availability (the lesser of (A) and (B), "Swing Line Availability"). Moreover, except for Overadvances, 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. Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). 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 applicable Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 '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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) . 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 full. Each Swing Line Advance shall be in a minimum amount of $250,000. (iiiii) The Swing Line Lender, at any time Each Borrower shall execute and from time deliver to time no less frequently than once weekly, shall on behalf of Borrower (and Borrower hereby irrevocably authorizes the Swing Line Lender a promissory note to so act on its behalf) request each Lender with a Revolving Commitment (including evidence the Swing Line Lender) to make a Revolving Loan to Borrower (which Commitment. Each note shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all the 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf Commitment of the Swing Line Lender, prior to 2:00 P.M., Chicago time, dated the Closing Date and substantially in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago time, on such date). The proceeds form of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan.Exhibit 1.1

Swing Line Facility. (i) Administrative Agent shall notify the Swing Line Lender upon Administrative Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Administrative Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice Those notices must be given no later than 2:00 P.M., Chicago 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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv)Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Administrative Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 Advances outstanding shall not exceed 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 any such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice Those notices must be given no later than 2:00 P.M., 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 Agent or Requisite Revolving Lenders instructing it not to make a the Swing Line LoanAdvance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.22.2 of this Agreement (other than the condition precedent set forth in Section 2.2(e) of this Agreement), be entitled to fund that such Swing Line LoanAdvance and, and in connection with such Swing Line Advance, to have each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or to purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 's prior written notice from the Required 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 each such Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall in its sole and absolute discretion may on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (ia) The Swing Line Facility will be applicable only if there are two or more Lenders with a Revolving Commitment. The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 Applicable Percentage of the Revolving Outstandings Outstanding and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share Applicable Percentage of the Revolving Commitment. The provisions of this Section 2.2(d) 2.2.4 shall not relieve the Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., Chicago St. Louis, Missouri 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. The Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan for the account of the Swing Line Lender. (iib) 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 fullfull in cash or same day funds. (iiic) The Swing Line Lender, at any time and from time to time time, but no less frequently than once weekly, shall on behalf of Borrower the Company (and Borrower 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 Borrower the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share Applicable Percentage 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 Applicable Percentage on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago St. Louis, Missouri time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m.P.M., Chicago St. Louis, Missouri 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 Applicable Percentage 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 Section 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., St. Louis, Missouri 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., St. Louis, Missouri 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, plus, any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. (f) Notwithstanding anything contained herein to the contrary, 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. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a); provided that if the Swing Line Lender makes a Swing Line Loan notice or 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 noticeAgent's Cash Management System. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed the lesser of (A) the Swing Line Commitment and (B) the Borrowing Base less the outstanding balance of the Revolving Loan at any such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1 (d). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1 (a). Any such notice Those - 38 - notices must be given no later than 2:00 P.M.12:00 p.m. (Manchester, Chicago New Hampshire 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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv)Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) The entire unpaid balance of each Borrowers shall execute and deliver to the Swing Line Loan and all other noncontingent Obligations Lender a promissory note to evidence the Swing Line Commitment. Such note shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner paid in full. (iii) The principal amount of the Swing Line Commitment of the Swing Line Lender, at any time dated the Closing Date and from time substantially in the form of Exhibit 1.1 (d)(ii) (the "Swing Line Note"). The Swing Line Note shall represent the joint and several obligation of the Borrowers to time no less frequently than once weekly, shall on behalf pay the amount of Borrower (and Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including or, if less, the Swing Line Lender) to make a Revolving Loan to Borrower (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the aggregate unpaid 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 Advances together with interest thereon as prescribed in Section 13.1(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 Loan1.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving Credit Advance in respect of a Revolving Credit Advance to be denominated in Dollars and to accrue interest at the Dollar Index Rate. 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 in Dollars to the U.S. Borrowers (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 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(d1.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 Swing Line AvailabilityAvailability as of such time. Until the Commitment Termination Date, Borrower the U.S. Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable U.S. Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or Subject to Section 1.5(d), the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Loanaccrue interest at the Dollar Index Rate. Borrower If any Lender shall fail to make available to Agent its Pro Rata Share of any Revolving Credit Advance in accordance with Section 1.1(b)(iii), Borrowers shall repay the aggregate outstanding principal amount of each the portion of the Swing Line Loan then outstanding due to such failure upon demand therefor by Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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"). Moreover, except for Overadvances, during any Separate Borrowing Base Period 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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 12.22.2, be entitled to fund that Swing Line LoanAdvance, and to have each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of any Borrower (and 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 each 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 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 Loan of the applicable Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable Borrower, 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Section 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve First Lien Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 First Lien 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, Borrower US Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable US Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each First Lien Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR US Index Rate Loan. Borrower US Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall on behalf of Borrower US Borrowers (and each US Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each First Lien Lender with a Revolving Loan Commitment (including the Swing Line Lender) to make a Revolving Loan Credit Advance to Borrower US Borrowers (which shall be a Base US Index Rate Loan) in an amount equal to that First Lien Lender’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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 First Lien Lender shall disburse directly to Agent, its US Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., Chicago 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of US Borrowers. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each First Lien Lender with a Revolving Loan Commitment shall, on the date such Revolving Credit Advance was to have been made for the benefit of the US Borrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to US Borrowers in an amount equal to its US Pro Rata Share of such Swing Line Loan. Upon request, each First Lien Lender with a Revolving Loan Commitment shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each First Lien Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such First Lien Lender may have against the Swing Line Lender, any US Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any US Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any First Lien Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such First Lien Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first 2 Business Days and at the US Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 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 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. Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice Those notices must be given no later than 2:00 P.M., 11:00 a.m. (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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv)Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 non-contingent 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 Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 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 each such Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. 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 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) (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 in full. (iii) . The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter. Reliance on Notices. Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingU.S. 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 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make U.S. Revolving Loans Credit Advances under Section 2.1(a1.1(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 U.S. 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 U.S. Borrowing Base, in each case, less the outstanding balance of the U.S. Revolving Loan at such time (“Swing Line Availability”). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 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 each Revolving Lender with a make U.S. Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weeklyeach week, shall on behalf of Borrower (and 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 U.S. Revolving Loan Credit Advance to 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a U.S. Revolving Loan Credit Advance are then satisfied, each Revolving Lender shall disburse directly to 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., p.m. (Chicago time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 Loan. (iv) If, prior to refunding a Swing Line Loan with a U.S. Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such U.S. Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender’s obligation to make U.S. Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender ------------------- upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 Advances outstanding shall not exceed the lesser of (A) the Swing Line Commitment and (B) the Borrowing Base less the sum of the ---- outstanding balance of the Revolving Credit Advances at any such time plus the sum ---- of (1) the Reserve Factor multiplied by the aggregate outstanding stated amount of the Letter of Credit Obligations incurred in respect of the Trade Letters of Credit and (2) one hundred percent (100%) of the aggregate outstanding stated amount of the Letter of Credit Obligations incurred in respect of the Standby Letters of Credit ("Swing Line Availability"). Until the Commitment Termination ----------------------- Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing -------------- Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the Borrowers in accordance with Section 2.2(b1.1(a). Any such notice Those notices must be given -------------- no later than 2:00 P.M., 12:30 p.m. (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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv)Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by AgentAgent or the Swing Line Lender. (ii) Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. The 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 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 non-contingent 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 Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(b). Any such notice must be given no later than 2:00 P.M., 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 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) . 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 full. (ii) 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 no less frequently than once weeklyin its sole and absolute discretion, shall may on behalf of Borrower (and 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 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(dSections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) 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 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 make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line 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 of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion may (and shall not less frequently than once weekly, shall per week) on behalf of any Borrower (and 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 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., p.m. (Chicago time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the applicable Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 Lenders holding more than 40% of the Required Lenders Revolving Loan Commitments 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 each such Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., p.m. (Chicago time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of BorrowingBorrowing 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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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 noticenotice provided such notice contained a request for a Swing Line Loan. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 the Swing Line Lender shall have each other Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv)2.2.4(d) with respect to each Swing Line Loan. Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.3 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 13.1.3 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 obligation to make Revolving Loans in accordance with Section 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., 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 noon, 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.

Swing Line Facility. (ia) Administrative Agent shall notify the Swing Line Lender upon Administrative Agent’s receipt of any Notice of Borrowing. 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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower to Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Administrative Agent. (iib) 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 in full. Swing Line Loans shall bear interest at the Base Rate. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 Borrower, 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 Section 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, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any inability of Borrower 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 Administrative Agent or the Swing Line Lender, as applicable, by 2:00 P.M., 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 Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, 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 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 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Borrowing. Subject Upon and subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to 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, to the sum of the Swing Line Lender’s Pro Rata Share of the Revolving 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 noticeBorrower. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed the lesser of (A) the Swing Line Commitment and (B) the lesser of (x) the Maximum Amount, and (y) (except for Overadvances) the Borrowing Base, in either case less the outstanding principal balance of the Revolving Credit Loan at any such time (“Swing Line Availability”). Until the Commitment Termination Date, the Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant on notice by the Borrower in writing (by telecopy or overnight courier) to a Notice of Borrowing delivered the Agent, or by Borrower to such other notice method as approved by Agent in accordance with Section 2.2(b)its sole discretion. Any such Such notice must shall be given no later than 2:00 P.M., Chicago 11:00 a.m. (California time, ) on the Business Day of the proposed Swing Line LoanAdvance. Each such notice of borrowing (a “Notice of Swing Line Advance”) shall be substantially in the form of Exhibit 1.1(b)(i) hereto (or in such other form as approved by Agent in its sole discretion) and shall include the information required in such Exhibit and such other information as may reasonably be required by the Agent. The Agent shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Swing Line Advance or similar notice believed by the Agent to be genuine and to assume that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for the Agent shall have actual knowledge to the contrary. 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 conditions precedent set forth in Section 12.22.2, be entitled to fund that such Swing Line LoanAdvance, and to have each Lender with a Revolving Commitment lender make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating participation interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) The 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(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the 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 the Borrower together with interest thereon as prescribed in Section 1.4. 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weeklyin its sole and absolute discretion, may, and shall on at least a weekly basis, on behalf of the Borrower (and the 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 Borrower (which shall be a Base Rate Loan) in an amount equal to that such 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(dSections 8.1(f) has shall have occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 1:00 p.m. (California time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 Loan. (iv) If, prior to refunding the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(f) shall have occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender will, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, 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 the Swing Line Loan. Upon request, each Lender will promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such participation interest is to be purchased; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Agent or the Swing Line Lender, as applicable, the amount required pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the interest rate applicable to Base Rate Loans thereafter.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Borrowers to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Borrowers shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower the Borrowers (and Borrower the 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 Borrower the 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 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 obligation to make Revolving Loans in accordance with Section 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 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 Borrowers 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 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 noon, 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of Borrowing. 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 Swing Line AvailabilityCommitment. Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing delivered by Borrower Representative on behalf of Borrowers to Agent in accordance with Section 2.2(b1.1(b). Any such notice must be given no later than 2:00 P.M., 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 '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 (except for any such failure resulting from the existence of an Event of Default under Section 6.1(f) or 6.1(g) hereof), be entitled to fund that Swing Line LoanAdvance, and to have each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv); provided, that any borrowing of a Swing Line Advance shall constitute a representation by Borrowers that the conditions precedent set forth in Section 7.2 are satisfied and this Section 1.1(c) shall not constitute a waiver by Lenders of any rights against Borrowers with respect to any failure to satisfy a condition precedent set forth in Section 7.2. Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) . 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 full. (ii) 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) (the "Swing Line Note"). The 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 made to Borrowers together with interest thereon as prescribed in Section 1.2. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall in its sole and absolute discretion may on behalf of Borrower Borrowers (and 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 Borrower Borrowers (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 Business Day next succeeding the date such notice is given. Unless any of the events described in Section 13.1(d) has occurred (in which event the procedures of Section 2.2(d)(iv) shall applySections 6.1(f) 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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.6.1

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 Restatement 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 in full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall may on behalf of any Borrower (and 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 each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., p.m. (Chicago time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the applicable Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable 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. (v) Each Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (ia) 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. 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 Outstandings 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (iib) 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 fullfull in cash or same day funds. (iiic) The Swing Line Lender, at any time and from time to time time, but no less frequently than once weekly, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 obligation to make Revolving Loans in accordance with Section 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., 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 noon, 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, if there is only one Lender, then the Swingline Commitment shall not be effective and the provisions contained in this Agreement regarding Swingline Loans shall not be applicable.

Swing Line Facility. (ia) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Agent. (iib) 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. (iiic) The Swing Line Lender, at any time and from time to time no less frequently than once weeklyevery two weeks, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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 Section 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., 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 noon, 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving Credit Advance. Subject to the terms and conditions hereofhereof and of the Orders, 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 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(d1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, (B) the Maximum Amount and (C) except for Overadvances, the Borrowing Base, in each case, less the outstanding balance of the Revolving Loan and any other outstanding Swing Line Advances at such time ("Swing Line Availability"); provided that Swing Line Advances under the Interim Facility shall not exceed the amount set forth in the Interim Order. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iii). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weeklyin its sole and absolute discretion may, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(d)(iv) 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 Agent, 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Section 1.1(b)(iii), the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(d) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(d). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the Borrowers in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, weekly shall on behalf of Borrower Borrowers (and 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 Borrower 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to repaying a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(d)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(d)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the 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 Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(d)(iii) and to purchase participation interests in accordance with Section 1.1(d)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Event of Default; (C) any inability of Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(d (iii) or 1.1(d)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall may on behalf of any Borrower (and 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 each Borrower (which shall be a Base an Index Rate Loan) in an amount equal to that 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., p.m. (Chicago time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the applicable Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable 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. (v) Each Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. 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 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(d) 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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, Borrower the Company may from time to time borrow, repay and reborrow under this Section 2.2(d)2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower the Company to the Administrative Agent in accordance with Section 2.2(b)2.2.2. Any such notice must be given no later than 2:00 P.M., 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 each such Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii2.2.4(c) or purchase participating interests in accordance with Section 2.2(d)(iv2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Base Rate Loan. Borrower The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weeklyat the discretion of the Swing Line Lender, shall on behalf of Borrower the Company (and Borrower 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 Borrower 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(d) 13.1.4 has occurred (in which event the procedures of Section 2.2(d)(iv2.2.4(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 time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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. (iv) 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. (v) Each Lender’s obligation to make Revolving Loans in accordance with Section 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., 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 noon, 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(b). Any such notice must be given no later than 2:00 P.M., 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 '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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) . 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 full. (ii) 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 time no less frequently than once weeklyin its sole and absolute discretion, shall may on behalf of Borrower (and 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 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(dSections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) 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 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 make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line 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 of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 Outstandings 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 2.2(b)1.1(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 (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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Loan. Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.in

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Borrowing. 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 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d). Each Swing Line Loan shall be made pursuant to a 45 Notice of Borrowing delivered by Borrower to Agent in accordance with Section 2.2(b). Any such notice must be given no later than 2:00 P.M., 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 each Lender with a Revolving Commitment make Revolving Loans in accordance with Section 2.2(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Daily Simple SOFR Loan. Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving Credit Advance for 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 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the Borrowers in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago 12 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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) The 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 shall represent the joint and several obligation of the Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all outstanding 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, weekly shall on behalf of Borrower the Borrowers (and 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 Borrower the 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 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(dSections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 of the Borrowers. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to the 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. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(c)(iii) or 1.1(c)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Borrowing. Subject Upon and subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to 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, to the sum of the Swing Line Lender’s Pro Rata Share of the Revolving 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(d) shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(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 noticeBorrower. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed the lesser of (A) the Swing Line Commitment and (B) the lesser of (x) the Maximum Amount, and (y) (except for Overadvances) the Borrowing Base, in either case less the outstanding principal balance of the Revolving Credit Loan at any such time (“Swing Line Availability”). Until the Commitment Termination Date, the Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant on notice by the Borrower in writing (by telecopy or overnight courier) to a Notice of Borrowing delivered the Agent, or by Borrower to such other notice method as approved by Agent in accordance with Section 2.2(b)its sole discretion. Any such Such notice must shall be given no later than 2:00 P.M., Chicago 11:00 a.m. (California time, ) on the Business Day of the proposed Swing Line LoanAdvance. Each such notice of borrowing (a “Notice of Swing Line Advance”) shall be substantially in the form of Exhibit 1.1(b)(i) hereto (or in such other form as approved by Agent in its sole discretion) 3 and shall include the information required in such Exhibit and such other information as may reasonably be required by the Agent. The Agent shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Swing Line Advance or similar notice believed by the Agent to be genuine and to assume that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for the Agent shall have actual knowledge to the contrary. 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 conditions precedent set forth in Section 12.22.2, be entitled to fund that such Swing Line LoanAdvance, and to have each Lender with a Revolving Commitment lender make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating participation interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR LIBOR Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(c) shall not relieve Revolving Lenders of their obligations to make U.S. Revolving Loans Credit Advances under Section 2.1(a1.1(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 U.S. 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) U.S. Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, Borrower U.S. Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(c). 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 applicable U.S. Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 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 each Revolving Lender with a make U.S. Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(c)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(c)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower U.S. Borrowers shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) . 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 full. (ii) Each 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(c) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of each 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 such 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 in its sole and absolute discretion but no less frequently than once weekly, shall on behalf of each U.S. Borrower (and each U.S. 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 LenderLender but excluding GE Canada) to make a U.S. Revolving Loan Credit Advance to each U.S. 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 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(dSections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 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 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 Loan of the applicable U.S. Borrower. (iv) If, prior to refunding a Swing Line Loan with a U.S. Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender (excluding GE Canada) shall, on the date such U.S. Revolving Credit Advance was to have been made for the benefit of any applicable U.S. Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such U.S. Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender (excluding GE Canada) shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Revolving Lender’s obligation to make U.S. Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any U.S. Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any U.S. Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) 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 Revolving Lender (excluding GE Canada) 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 make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line 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 of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving Credit Advance in respect of a Revolving Credit Advance (a) to be denominated in Dollars and to bear interest by reference to the Dollar Index Rate, (b) to be denominated in Sterling and to bear interest by reference to the Sterling Index Rate or (c) to be denominated in Hong Kong Dollars and to bear interest by reference to the Hong Kong Dollars Index Rate. Subject to the terms and conditions hereof, the Swing Line Lender may, but shall have no duty to, in its sole discretionaccordance with any such notice, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line LoanAdvance”) (a) in accordance with Dollars to the Domestic Borrowers or (b) in any such notice, notwithstanding that after making a requested Swing Line Loan, Foreign Currency to the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving CommitmentForeign Borrowers. The provisions of this Section 2.2(d1.1(b) shall not relieve Lenders or the Fronting Lender of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 Lenders or the Fronting Lender pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the Swing Line AvailabilityAvailability as of such time. Until the Commitment Termination Date, Borrower the Borrowers may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., Chicago (x) 3:00 p.m. (New York time, ) on the Business Day of the proposed Swing Line LoanAdvance, in the case of a Swing Line Advance in Dollars or (y) 10:00 a.m. (New York time) on the date which is (A) two (2) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Sterling and (B) three (3) Business Days prior to the proposed Swing Line Advance, in the case of a Swing Line Advance denominated in Hong Kong Dollars. 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 each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or 1.1(b)(iv), as applicable, or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(v). Notwithstanding If any other provision Lender shall fail to make available to Agent its Pro Rata Share (or, in the case of this Agreement or the other Loan Documents, each any Swing Line Loan Advance in any Foreign Currency, the Fronting Lender shall constitute a Daily Simple SOFR Loan. Borrower fail to make available the Fronted Percentage) of any Revolving Credit Advance in accordance with Section 1.1(b)(iii) or 1.1(b)(iv), as applicable, Borrowers shall repay the aggregate outstanding principal amount of each the portion of the Swing Line Loan then outstanding due to such failure upon demand therefor by Agent. (ii) Each 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 Restatement Effective Date and substantially in the form of Exhibit 1.1(b)(ii)-A (in the case of the Domestic Borrowers) or Exhibit 1.1(b)(ii)-B (in the case of the Foreign Borrowers) (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note shall represent the joint and several obligation of the applicable 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 the Domestic Borrowers or the Foreign Borrowers, as applicable, 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 full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative 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 available to Borrower (which shall be a Base Rate Loan) in an amount equal to that Lender’s the Domestic Borrowers its Pro Rata Share of a Revolving Credit Advance in Dollars equal to the principal amount of all the portion of the Swing Line Loans (the “Refunded Swing Line Loan”) Loan denominated in Dollars and outstanding on the date such notice is givengiven (the “Refunded Dollar Swing Line Loan”). Unless any of the events described in Section 13.1(dSections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(b)(v) 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 Agent, Agent its Pro Rata Share of such Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., Chicago 3:00 p.m. (New York time, ) in immediately available funds in Dollars on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago time, on such date)given. The proceeds of those each such Revolving Loans Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Dollar Swing Line Loan. (iv) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Borrower Representative (and the Borrower Representative hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Foreign Currency Lender (including the Swing Line Lender, as applicable) and the Fronting Lender to make available to the Foreign Borrowers its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of a Revolving Credit Advance in a Foreign Currency equal to the principal amount of the portion of the Swing Line Loan denominated in such Foreign Currency and outstanding on the date such notice is given (the “Refunded Foreign Currency Swing Line Loan”). Unless any of the events described in Sections 8.1(g) or 8.1(h) has occurred (in which event the procedures of Section 1.1(b)(v) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Foreign Currency Lender and the Fronting Lender shall disburse directly to Agent its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds in such Foreign Currency on the second Business Day next succeeding the date that notice is given. The proceeds of each such Revolving Credit Advance shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Foreign Currency Swing Line Loan. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). (v) If, prior to refunding a portion of the Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), one of the events described in Sections 8.1(g) or 8.1(h) has occurred, then, subject to the provisions of Section 1.1(b)(vi) below: (A) in the case of any portion of the Swing Line Loan denominated in Dollars, each Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iii), 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 portion of the Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in Dollars, the amount of each such participation interest; and (B) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall, on the date such Revolving Credit Advance was to have been made pursuant to Section 1.1(b)(iv), purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such portion of the Swing Line Loan. Upon request, each Foreign Currency Lender and the Fronting Lender shall promptly transfer to the Swing Line Lender, in immediately available funds in such Foreign Currency, the amount of each such participation interest. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such participation interest purchased by the Fronting Lender in accordance with Section 9.9(e)(i). (vi) Each Lender’s and the Fronting Lender’s obligation to make Revolving Credit Advances in accordance with Sections 1.1(b)(iii) and 1.1(b)(iv) and to purchase participation interests in accordance with Section 1.1(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Fronting Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender or the Fronting Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii), 1.1(b)(iv) or 1.1(b)(v), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) in the case of any portion of the Swing Line Loan denominated in Dollars, at the Federal Funds Rate for the first two Business Days and at the Dollar Index Rate thereafter or (y) in the case of any portion of the Swing Line Loan denominated in a Foreign Currency, at the Sterling Index Rate or the Hong Kong Dollars Index Rate, as applicable.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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 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”). Moreover, except for Overadvances, the Swing Line Loan outstanding to Borrower shall not exceed at any time the Borrowing Base less the Revolving Loans (including the outstanding Letter of Credit Obligations) then outstanding. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 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 each Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) . 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 full. (ii) Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment, which promissory note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Amendment and Restatement Date (or, in the case of any successor Swing Line Lender, the date on which such Person becomes the Swing Line Lender pursuant to this Agreement) and substantially in the form of Exhibit 1.1(b) (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 in its sole and absolute discretion but no less frequently than once weekly, shall will on behalf of Borrower (and 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 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 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(dSections 6.1(f) or 6.1(g) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 Loan of Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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 (determined with respect to Revolving Loans) 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. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) 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 the amounts required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be. If any Lender does not make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line 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 of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(dSECTION 1.1(C) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(aSECTION 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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(dSECTION 1.1(C). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 2.2(bSECTION 1.1(B). Any such notice must be given no later than 2:00 P.M., 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 '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 each Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iiiSECTION 1.1(C)(III) or purchase participating interests in accordance with Section 2.2(d)(ivSECTION 1.1(C)(IV). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. 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 Agent. (ii) . 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 full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Administrative Agent shall notify the Swing Line Lender upon Administrative Agent’s receipt of any Notice of BorrowingUS 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 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 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(d1.1(d)(i) shall not relieve US Revolving Lenders of their obligations to make US Revolving Loans Credit Advances under Section 2.1(a1.1(b)(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 US Revolving Lenders pursuant to such notice. The aggregate amount of Swing Line Loans Advances outstanding shall not exceed at any time the lesser of (i) the Swing Line Commitment less the then outstanding principal balance of the Swing Line Loans at such time or (ii) the US Maximum Amount at such time less the US Revolving Loan Outstandings at such time (“Swing Line Availability”). Until the Commitment Termination Date, Borrower TPI may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(d)(i). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing US Revolving Credit Advance delivered by US Borrower Representative on behalf of TPI and TPUSA to Administrative Agent in accordance with Section 2.2(b1.1(b)(i). Any such notice must be given no later than 2:00 P.M., 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 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, 7.2 be entitled to fund that Swing Line LoanAdvance, and to have each US Revolving Lender with a make US Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(d)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(d)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower TPI and TPUSA jointly and severally shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Administrative Agent. (ii) . 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 full. (ii) TPI and TPUSA 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) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of TPI to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to TPI together with interest thereon as prescribed in Section 1.2. (iii) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion but no less frequently than once weekly, shall on behalf of Borrower TPI and TPUSA (and Borrower each of TPI and TPUSA hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each US Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a US Revolving Loan Credit Advance to Borrower TPI and TPUSA (which shall be a Base an Index Rate Loan) in an amount equal to that US 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(dSections 6.1(f) and 6.l(g) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(d)(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 US Revolving Lender shall disburse directly to Administrative Agent, its Pro Rata Share of a US Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago 3:00 p.m. (New York time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago time, on such date)given. The proceeds of those US Revolving Loans Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (iv) If, prior to refunding a Swing Line Loan with a US Revolving Credit Advance pursuant to Section 1.1(d)(iii), one of the events described in Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section l.1(d)(v) below, each US Revolving Lender shall, on the date such US Revolving Credit Advance was to have been made for the benefit of TPI and TPUSA, 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 the US Revolving Loan) of such Swing Line Loan. Upon request, each US Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each US Revolving Lender’s obligation to make US Revolving Credit Advances in accordance with Section 1.1(d)(iii) and to purchase participation interests in accordance with Section 1.1(d)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such US Revolving Lender may have against the Swing Line Lender, TPI or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of TPI to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) 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 US Revolving Lender the amounts required pursuant to Sections 1.1(d)(iii) or 1.1(d)(iv), as the case may be. If any US Revolving Lender does not make available such amounts to Administrative Agent or the Swing Line Lender, as applicable, the Swing Line Lender shall be entitled to recover, on demand, such amount on demand from such US Revolving Lender, together with interest thereon for each day from the date of non payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of BorrowingBorrowing (as defined in 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 Outstandings 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(d) 2.5 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1(a)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 Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d)2.5; 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 Borrower to the Administrative Agent in accordance with Section 2.2(b6.5(a). Any such notice must be given no later than 2:00 P.M., Chicago 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 each Lender with a Revolving Commitment the Lenders make Revolving Loans in accordance with Section 2.2(d)(iii2.5(c) or purchase participating interests therein in accordance with Section 2.2(d)(iv2.5(d). Notwithstanding any other provision of this Agreement or the other Loan DocumentsFinancing Agreements, each Swing Line Loan shall constitute a Daily Simple SOFR Prime Rate Loan. The Borrower shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor therefore by the Administrative Agent. (ii) 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. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrower (and 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 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(d) has occurred (in which event the procedures of Section 2.2(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 Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the Business Day immediately following the date that notice is given (provided that such notice is given by 12:00 p.m., 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.

Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s 's receipt of any Notice of BorrowingRevolving 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 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(d1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Loans Credit Advances under Section 2.1(a1.1(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, Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d1.1(b). Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing Revolving Credit advance delivered by Borrower to Agent in accordance with Section 2.2(b1.1(a). Any such notice must be given no later than 2:00 P.M., 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 each such Revolving Lender with a Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1(b)(iii) or purchase participating interests in accordance with Section 2.2(d)(iv1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Agent. (ii) 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 in full. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once weeklyin its sole and absolute discretion, shall may on behalf of Borrower (and 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 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(dSections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1(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 Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 P.M., p.m. (Chicago time), in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, 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. (v) Each Revolving Lender's obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Facility. (i) Administrative Agent shall notify the Swing Line Lender upon Administrative Agent’s receipt of any Notice of BorrowingU.S. 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 in Dollars (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 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(d1.1 (c) shall not relieve U.S. Revolving Lenders of their obligations to make U.S. Revolving Loans Credit Advances under Section 2.1(a)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 U.S. 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 the U.S. Maximum Amount and (except for U.S. Overadvances) the U.S. Borrowing Base, in each case, less the outstanding balance of the U.S. Revolving Loan at such time (" Swing Line Availability "). Until the Commitment Termination Date, U.S. Borrower may from time to time borrow, repay and reborrow under this Section 2.2(d)1.1 (c) . Each Swing Line Loan Advance shall be made pursuant to a Notice of Borrowing U.S. Revolving Credit Advance delivered to Administrative Agent by U.S. Borrower to Agent in accordance with Section 2.2(b)1.1 (a) . Any such notice must be given no later than 2:00 P.M., Chicago 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 prior written notice from the Required Requisite U.S. 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 each U.S. Revolving Lender with a make U.S. Revolving Commitment make Revolving Loans Credit Advances in accordance with Section 2.2(d)(iii1.1 (c) (iii) or purchase participating interests in accordance with Section 2.2(d)(iv)1.1 (c) (iv) . Notwithstanding any other provision of this Agreement or the other Loan Documents, each the Swing Line Loan shall constitute a Daily Simple SOFR Dollar Index Rate Loan. U.S. Borrower shall repay the aggregate outstanding principal amount of each the Swing Line Loan upon demand therefor by Administrative Agent. (ii) 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(c)(ii) (a " Swing Line Note "). Such 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 1.5 . 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 full. (iii) The Swing Line Lender, at any time and from time to time no in its sole and absolute discretion, but not less frequently than once weekly, shall on behalf of U.S. Borrower (and U.S. Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each U.S. Revolving Lender with a Revolving Commitment (including the Swing Line Lender) to make a U.S. Revolving Loan Credit Advance to U.S. Borrower (which shall be a Base Dollar Index Rate Loan) in an amount equal to that U.S. Revolving 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”Loan ") outstanding on the date such notice is given. Unless any of the events described in Section 13.1(dSections 8.1 (h) or 8.1 (i) has occurred (in which event the procedures of Section 2.2(d)(iv1.1 (c) (iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a U.S. Revolving Loan Credit Advance are then satisfied, each U.S. Revolving Lender shall disburse directly to Administrative Agent, its Pro Rata Share of a U.S. Revolving Credit Advance on behalf of the Swing Line Lender, Lender prior to 2:00 P.M., Chicago 3:00 p.m. (New York time, ) in immediately available funds on the Business Day immediately following next succeeding the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago 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 Loan. (iv) If, prior to refunding a Swing Line Loan with a U.S. Revolving Credit Advance pursuant to Section 1.1 (c) (iii) , one of the events described in Sections 8.1 (h) or 8.1 (i) has occurred, then, subject to the provisions of Section 1.1 (c) (v) below, each U.S. Revolving Lender shall, on the date such U.S. Revolving Credit Advance was to have been made for the benefit of the U.S. Borrower, 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 (determined in respect of the U.S. Revolving Loan). Upon request, each U.S. Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each U.S. Revolving Lender’s obligation to make U.S. Revolving Credit Advances in accordance with Section 1.1 (c) (iii) and to purchase participation interests in accordance with Section 1.1 (c) (iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such U.S. Revolving Lender may have against the Swing Line Lender, U.S. Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of U.S. Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any U.S. Revolving Lender does not make available to Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 1.1 (c) (iii) or 1.1 (c) (iv) , as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such U.S. Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Dollar Index Rate thereafter.