Borrowing Mechanics for Swing Line Loans. Each Swing Line Loan Borrowing shall be made upon the ​’s irrevocable notice to the Swing Line ​ and the Administrative ​. Each such notice may be given by: # telephone, or # a Swing Line Loan Request; provided that any telephonic notice by the ​ must be confirmed immediately by delivery to the Swing Line ​ and the Administrative ​ of a Swing Line Loan Request. Each such Swing Line Loan Request must be received by the Swing Line ​ and the Administrative ​ not later than ​ (New York City time) on the date of the requested Swing Line Loan Borrowing, and such notice shall specify # the ​ to be credited (or, if none is specified, the notice shall be deemed to be made on behalf of the ​), # the amount to be borrowed, which shall be in a minimum of ​ or a whole multiple of ​ in excess thereof, and # the date of such Swing Line Loan Borrowing (which shall be a Business Day). Promptly after receipt by the Swing Line ​ of such notice, the Swing Line ​ will confirm with the Administrative ​ that the Administrative ​ has also received such notice and, if not, the Swing Line ​ will notify the Administrative ​ of the contents thereof. Unless the Swing Line ​ has received notice from the Administrative ​ (including at the request of the Required Revolving Lenders) prior to ​ (New York City time) on such requested borrowing date # directing the Swing Line ​ not to make such Swing Line Loan as a result of the limitations set forth in the first sentence of [Section 2.03(a) or (B)])] that one or more of the applicable conditions set forth in [Section 4.02] is not then satisfied, then, subject to the terms and conditions set forth herein, the Swing Line ​ shall make each Swing Line Loan available to the ​, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) the Swing Line ​, not later than ​ (New York City time) on the requested date of such Swing Line Loan (which instructions may include standing payment instructions, which may be updated from time to time by the ​, provided that, unless the Swing Line ​ shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swing Line ​).

Subject to the terms and conditions contained herein, the Swing Line Lender agrees that it will make Swing Line Loans to each Borrower from time to time in amounts requested by such Borrower (or Lead Borrower on behalf of such Borrower) up to the aggregate amount outstanding equal to the Swing Line Loan Limit; provided, that, after giving effect to any such Swing Line Loan, the aggregate principal amount of the Tranche A Revolving Loans, Swing Line Loans and Letter of Credit Accommodations outstanding shall not exceed the lesser of # the Tranche A Borrowing Base at such time, or # the Tranche A Maximum Credit at such time. Subject to the terms and conditions hereof, each Borrower (or Lead Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Swing Line Loans. Swing Line Lender shall not be required to make Swing Line Loans, if, after giving effect thereto, the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Limit. Each Swing Line Loan shall be subject to all of the terms and

Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of # the date that is five (5) Business Days after such Loan is made and # the Maturity Date for the Extended Revolving Credit Facility (although Swing Line Loans may thereafter be reborrowed, in accordance with the terms and conditions hereof, if there are one or more Classes of Revolving Credit Commitments which remain in effect).

#Subject to the terms and conditions set forth herein, the Domestic Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this [Section 2.04], to make loans (each such loan, a “Domestic Swing Line Loan”) to the Parent Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Domestic Swing Line Sublimit; provided, however, that after giving effect to any Domestic Swing Line Loan, # the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and # the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Parent Borrower shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Parent Borrower may borrow under this [Section 2.04], prepay under [Section 2.05], and reborrow under this [Section 2.04]. Each Domestic Swing Line Loan shall bear interest, # unless otherwise agreed by the Parent Borrower and the Domestic Swing Line Lender, at a rate based on the Daily Floating Eurodollar Rate or # at a rate based on the Base Rate. Immediately upon the making of a Domestic Swing

Swing Line Loans. Each Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the applicable Administrative Agent), at any time or from time to time, voluntarily prepay its Swing Line Loans in whole or in part without premium or penalty; provided that # such notice must be received by the applicable Swing Line Lender and the applicable Administrative Agent not later than ​ on the date of the prepayment, and # any such prepayment shall be # with respect to Domestic Swing Line Loans, in a minimum principal

The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of ​ (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of [Section 2.02], without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in [Section 4.02]. The Swing Line Lender shall furnish ​ with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than ​ on the day specified in such Loan Notice, whereupon, subject to [Section 2.04(c)(ii)], each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to ​ in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

. (a) Any Specified Borrower may request any Swing Line Bank to make Swing Line Loans during the Commitment Period on any Business Day by giving to such Swing Line Bank a Notice of Swing Line Borrowing no later than ​, New York City time, on the applicable Borrowing Date, or such later time as may be agreed by such Swing Line Bank, acting in its sole discretion, in respect of such Swing Line Loan. Each borrowing of Swing Line Loans shall be in an amount equal to # in the case of ABR Loans, ​ or a whole multiple of ​ in excess thereof (or, if the then aggregate undrawn amount of the Swing Line Commitments is less than ​, such lesser amount) and # in the case of Eurocurrency Loans ​ or increments of ​ thereafter; provided, that any borrowing of Swing Line Loans may be in an aggregate amount that is equal to the entire unused balance of the Total Swing Line Commitments. Subject to the terms and conditions hereof, on the Borrowing Date of each Swing Line Loan, the relevant Swing Line Bank shall make the proceeds thereof available to the relevant Specified Borrower in immediately available funds in Dollars by the Funding Time in accordance with the wire instructions for remittance specified by the Specified Borrower in the Notice of Swing Line Borrowing.

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate advances and repayments between Settlement Dates, ​ may, at its option, cancel at any time for any reason whatsoever, make swing loans (the "Swing Loans") (which shall be Domestic Rate Loans bearing interest based upon the Alternate Base Rate only) to ​ at any time or from time to time after the date hereof to, but not including, the last day of the Term, in an aggregate principal amount up to but not in excess of ten percent (10%) of the Maximum Revolving A Advance Amount, provided that the aggregate principal amount of ​'s Swing Loans and the Revolving A Advances of all the Lenders shall not exceed the lesser of # the Maximum Revolving A Advance Amount less the aggregate Maximum Undrawn Amount of outstanding Letters of Credit or # the Formula Amount. Within such limits of time and amount and subject to the other provisions of this Agreement, ​ may borrow, repay and reborrow pursuant to this [Section 2.23].

Swing Loans. No later than ​ (local time at the Payment Office) on the date specified in each Notice of Borrowing, the Swing Line Lender will make available to the Borrower by depositing to its account at the Payment Office (or such other account as the Borrower shall specify) the aggregate of Swing Loans requested in such Notice of Borrowing.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to [Section 2.2].