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 1:00 p.m. 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.

The Swingline [[Organization A:Organization]], 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 [[Organization A:Organization]] to act on its behalf), on one Business Day’s telephonic notice given by the Swingline [[Organization A:Organization]] no later than 12:00 p.m. and promptly confirmed in writing, request each Revolving [[Organization A:Organization]] to make, and each Revolving [[Organization A:Organization]] hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving [[Organization A:Organization]]’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 [[Organization A:Organization]]. Each Revolving [[Organization A:Organization]] shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds, not later than 10:00 a.m. one (1) Business Day after the date of such notice. The proceeds of such Revolving Loan shall be immediately made available by the [[Administrative Agent:Organization]] to the Swingline [[Organization A:Organization]] for application by the Swingline [[Organization A:Organization]] to the repayment of the Refunded Swingline Loan. The ​ irrevocably authorizes the Swingline [[Organization A:Organization]] to charge the ​’s accounts with the [[Administrative Agent:Organization]] (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.

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

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 $50,000,000 (provided that, so long as [[Administrative Agent:Organization]] is the Swingline Lender, [[Administrative Agent:Organization]] shall not be required to issue Swingline Loans in an aggregate principal amount exceeding the Dollar Equivalent of $15,000,000, without the prior written consent of [[Administrative Agent:Organization]]), # 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.

Cash Collateral, Repayment of Swingline Loans. If the reallocation described in [Section 2.19(a)(iv)] 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, prepay Swingline

Disbursement of Revolving Credit and Swingline Loans. Not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the proposed borrowing date, # each Revolving Credit Lender will make available to the Administrative Agent, for the account of the Borrower, in Same Day Funds at the Administrative Agent's Office for the applicable currency, such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and # the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, in Same Day Funds at the Administrative Agent's Office, the Swingline Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in Same Day Funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form attached as [Exhibit C] (a "Notice of Account Designation") delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to [Section 5.7] hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Revolving Credit Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in [Section 2.2(b)].

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Swingline Lender at any time shall be the sum of # its Applicable Percentage of the total Swingline Exposure at such time other than with respect to any Swingline Loans made by such Swingline Lender in its capacity as the Swingline Lender and # the principal amount of all Swingline Loans made by such Swingline Lender in its capacity as the Swingline Lender outstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).

“Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to