Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in [clause (a)](iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, # first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and # second, Cash Collateralize each applicable L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in [Section 2.15].

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 maturity date agreed to by the Swing Line Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than thirteen (13) days from the date of advance thereof) and # the Maturity Date.

Repayment of Swing Loans. Each Swing Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent and communicated to the Borrower when such Swing Loan is made which date shall in any event be not less than three (3) Business days after the date the Lender makes such Swing Loan. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Swing Line Lender, the Borrower shall repay the outstanding Swing Loans in an amount sufficient to eliminate any Fronting Exposure in respect of such Swing Loans. Further, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Loan, require each Lender to fund the participation acquired by such Lender pursuant to [Section 2.07(d)] or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Percentage of such Swing Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Loan. Not later than ​ on the date of any notice received pursuant to this [Section 2.07(e)], each Lender shall fund its participation or make available its required Revolving Loan, in each case in immediately available funds, at Administrative Agent’s office in Chicago, Illinois (or such other location designated by Administrative Agent). Revolving Loans made pursuant to this [Section 2.07(e)] shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Term Benchmark Loans in the manner provided in [Section 2.06] and subject to the other conditions and limitations set forth in this [Section 2]. Unless a Lender shall have notified the Swing Line Lender, prior to the Swing Line Lender’s making any Swing Loan, that any applicable condition precedent set forth in [Sections 7.01] had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this [Section 2.07(e)] to repay Swing Loans or to fund the participation acquired pursuant to [Section 2.07(d)] shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, # any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Borrower, the Administrative Agent, the Swing Line Lender or any other Person, # the occurrence or continuance of a Default or Event of Default, # any adverse change in the condition (financial or otherwise) of Borrower, or # any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this [Section 2.07(e)], interest shall accrue thereon at the Federal Funds Rate for each day during the period commencing on the date of demand and ending on the date such amount is received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Revolving Credit Termination Date, Borrower shall repay in full the outstanding principal balance of the Swing Loans.

Domestic Swing Line Loans. Subject to the terms and conditions set forth herein, each Domestic Swing Line Lender, in reliance upon the agreements of the other Domestic Lenders set forth in this [Section 2.04], agrees to make loans (each such loan, a “Domestic Swing Line Loan”) to ​ in Dollars from time to time on any Business Day during the Domestic Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Domestic Swing Line Sublimit; provided, that, # after giving effect to any Domestic Swing Line Loan, # the Total Domestic Outstandings shall not exceed the Aggregate Domestic Commitments, # the Domestic Revolving Credit Exposure of any Domestic Lender shall not exceed such Domestic Lender’s Domestic Commitment, and # the aggregate amount of the outstanding Domestic Swing Line Loans issued by any Domestic Swing Line Lender shall not exceed such Domestic Swing Line Lender’s Domestic Swing Line Commitment, # ​ shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Domestic Swing Line Loan, and # no Domestic Swing Line Lender shall be under any obligation to make any Domestic Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, ​ may borrow Domestic Swing Line Loans under this [Section 2.04(a)(i)], prepay Domestic Swing Line Loans pursuant to [Section 2.05], and reborrow Domestic Swing Line Loans under this [Section 2.04(a)(i)]. Immediately upon the making of a Domestic Swing Line Loan, each Domestic Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to the product of such Domestic Lender’s Applicable Percentage times the amount of such Domestic Swing Line Loan.

Canadian Swing Line Loans. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender, in reliance upon the agreements of the other Canadian Lenders set forth in this [Section 2.04], agrees to make loans (each such loan, a “Canadian Swing Line Loan”) to any Canadian Borrower in Dollars or Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit; provided, that, # after giving effect to any Canadian Swing Line Loan, # the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, # the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and # the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitment, # no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and # the Canadian Swing Line Lender shall be under no obligation to make any Canadian Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this [Section 2.04] and in [Article IV], to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Swing Line Loans under this [Section 2.04(a)(ii)], prepay Canadian Swing Line Loans pursuant to [Section 2.05], and reborrow Canadian Swing Line Loans under this [Section 2.04(a)(ii)]. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Lender’s Applicable Percentage times the amount of such Canadian Swing Line Loan.

#Repayment of Swing Line Loans; Evidence of Debt

At any time after any Domestic Lender has purchased and funded a risk participation in a Domestic Swing Line Loan, if the applicable Domestic Swing Line Lender receives any payment on account of such Domestic Swing Line Loan, such Domestic Swing Line Lender will distribute to such Domestic Lender its Applicable Percentage thereof in the same funds as those received by such Domestic Swing Line Lender.

Swing Line Lender at any time in its sole discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Revolving Credit Loan in an amount equal to such Revolving Credit Lender’s Applicable 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 Revolving Credit Borrowing Request for purposes hereof) and in accordance with the requirements of [Section 2.1], subject to the unutilized portion of the Commitments and the conditions set forth in [Section 5.2]. Swing Line Lender shall furnish Borrower with a copy of the applicable Revolving Credit Borrowing Request promptly after delivering such notice to Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Credit Borrowing Request available to Administrative Agent in immediately available funds for the account of Swing Line Lender at Administrative Agent’s Principal Office not later than ​ on the day specified in such Revolving Credit Borrowing Request, whereupon, subject to [Section 2.2(c)(ii)], each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan to Borrower in such amount. Administrative Agent shall remit the funds so received to Swing Line Lender.

Cash Collateral. (i) At any time that there shall exist a Defaulting ​, within one Business Day following the written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent) the Borrowers shall cash collateralize such L/C Issuer’s Fronting Exposure with respect to such Defaulting ​ (determined after giving effect to [Section 2.15(a)(v)] and any cash collateral provided by such Defaulting ​) in an amount not less than the Minimum Collateral Amount.