Notice of Swingline Loans by the Borrower. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telecopy or electronic mail not later than ​, New York City time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and whether such Swingline Loan is to be made under the Dollar Commitments or the Multicurrency Commitments. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in [Section 2.05(f)], by remittance to the Issuing Bank) by ​, New York City time, on the requested date of such Swingline Loan.

Swingline Loans. The Borrower shall repay each Swingline Loan on the earlier to occur of # the date ten (10) Business Days after such Loan is made and # the Maturity Date for the Revolving Facility.

Subject to the terms and conditions set forth herein, the Swingline Lender agrees tomay, in its sole discretion, make Swingline Loans to the Borrower from time to time until the Revolving Facility Termination Date, in an aggregate principal amount at any time outstanding that will not result in # the aggregate principal amount of outstanding Swingline Loans exceeding

The Swingline Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of Swingline 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 Facility and the conditions set forth in [Section 4.02]. The Swingline Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving 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 Swingline Loan) for the account of the Swingline 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 Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.

Refinancing of Swingline Loans. (i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (and the Borrower hereby irrevocably 83894470_5

The Swingline ​, at any time and from time to time in its sole and absolute discretion may, on behalf of the ​ (which hereby irrevocably directs the Swingline ​ to act on its behalf), on one Business Day’s telephonic notice given by the Swingline ​ no later than ​ and promptly confirmed in writing, request each Revolving ​ to make, and each Revolving ​ hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving ​’s Applicable Revolving Percentage of the aggregate amount of such Swingline Loan (each a “Refunded Swingline Loan”) outstanding on the date of such notice, to repay the Swingline ​. Each Revolving ​ shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds, not later than ​ one (1) Business Day after the date of such notice. The proceeds of such Revolving Loan shall be immediately made available by the ​ to the Swingline ​ for application by the Swingline ​ to the repayment of the Refunded Swingline Loan. The ​ irrevocably authorizes the Swingline ​ to charge the ​’s accounts with the ​ (up to the amount available in each such account) to immediately pay the amount of any Refunded Swingline Loan to the extent amounts received from the Revolving ​ are not sufficient to repay in full such Refunded Swingline Loan.

Agreement to Make Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans under the Dollar Commitment or the Multicurrency Commitment to the Borrower from time to time during the Availability Period, in Dollars, in an aggregate principal amount at any time outstanding that will not result in # the aggregate principal amount of outstanding Swingline Loans of both Classes exceeding the Dollar Equivalent of ​ (provided that, so long as ​ is the Swingline Lender, ​ shall not be required to issue Swingline Loans in an aggregate principal amount exceeding the Dollar Equivalent of ​, without the prior written consent of ​), # the total Revolving Dollar Credit Exposures exceeding the aggregate Dollar Commitments, # the total Revolving Multicurrency Credit Exposures exceeding the aggregate Multicurrency Commitments or # the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend, extend, renew or increase any Letter of Credit, in each case of the Class or Classes with respect to which such Defaulting Lender participates, to the extent that the reallocation described in [Section 2.19(a)(iv)] cannot be effected or cash collateral has not been provided by the Borrower in accordance with [Section 2.19(a)(v)].

Cash Collateral, Repayment of Swingline Loans. If the reallocation described in [clause (iv) above] cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, # first, repay Swingline Loans in an amount equal to the Swingline ​’ Fronting Exposure and # second, Cash Collateralize the Issuing ​’ Fronting Exposure in accordance with the procedures set forth in [Section 5.14].

The Swingline Lender may by written notice given to the Administrative Agent not later than ​, Local Time, on any Business Day require ​ to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding, and ​ shall acquire such participations automatically and without notice upon the occurrence of an Event of Default under [[clause (h) or (i) of Section 6.01]1]]1] with respect to ​ or upon an acceleration of the Loans pursuant to [Article VI], in any such case, any such Swingline Loans outstanding in a Foreign Currency shall, upon the giving of such notice by the Swingline Lender with respect to any Swingline Loan bearing interest in a Foreign Currency that is not an Agreed Currency for Revolving Loans (or with respect to any other Swingline Loan at the option of the Swingline Lender), immediately and automatically be converted to and redenominated in Dollars equal to the Dollar Amount of each such Swingline Loan determined as of the date of such conversion and shall thereafter bear interest at the rate applicable to ABR Borrowings in the case of a Swingline Loan to ​, and at the rate applicable to EurocurrencyTerm Benchmark Borrowings in Dollars with an Interest Period of one month in the case of a Swingline Loan to ​. Such notice shall specify the aggregate amount or Dollar Amount of Swingline Loans in which ​ will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay, in the Agreed Currency or Dollars, as applicable, to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of the amount or Dollar Amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in [Section 2.07] with respect to Loans made by such Lender (and [Section 2.07] shall apply, mutatis mutandis, to the payment obligations of ​), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from ​. The Administrative Agent shall notify ​ of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made in Dollars to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from either Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to ​ that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to either Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve either Borrower of any default in the payment thereof.