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 the Borrower (which hereby irrevocably authorizes such 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 Pro Rata Share or other applicable share provided for under this Agreement 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 Committed 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 aggregate Revolving Credit Commitments and the conditions set forth in ‎[Section 4.02]. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share or other applicable share provided for under this Agreement of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than ​ New York City time on the day specified in such Committed 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 the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

Any Domestic Swing Line Lender may be replaced at any time by written agreement among ​, the Administrative Agent, the replaced Domestic Swing Line Lender, and a successor Domestic Swing Line Lender. The Administrative Agent shall notify the Domestic Lenders of any such replacement of a Domestic Swing Line Lender. At the time any such replacement shall become effective, ​ shall pay all unpaid interest accrued for the account of the replaced Domestic Swing Line Lender pursuant to [Section 2.08]. From and after the effective date of any such replacement, # the successor Domestic Swing Line Lender shall have all the rights and obligations of the replaced Domestic Swing Line Lender under this Agreement with respect to Domestic Swing Line Loans made thereafter, and # references herein to the term “Domestic Swing Line Lender” shall be deemed to refer to such successor or to any previous Domestic Swing Line Lender, or to such successor and all previous Domestic Swing Line Lenders, as the context shall require. After the replacement of a Domestic Swing Line Lender hereunder, the replaced Domestic Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Domestic Swing Line Lender under this Agreement with respect to Domestic Swing Line Loans made by it prior to its replacement, but shall not be required to make additional Domestic Swing Line Loans. [Schedule 2.04] shall be deemed to be automatically updated to reflect the Domestic Swing Line Commitment of any Person that becomes a Domestic Swing Line Lender after the Closing Date pursuant to this [Section 2.04(g)(i)].

to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

“Swing Line Lender” means each Domestic Swing Line Lender (in the case of Domestic Swing Line Loans), and the Canadian Swing Line Lender (in the case of Canadian Swing Line Loans), and the U.K. Swing Line Lender (in the case of U.K. Swing Line Loans), as the context may require.

“Domestic Swing Line Commitment” means, as to any Domestic Swing Line Lender, the amount set forth opposite such Domestic Swing Line Lender’s name on [Schedule 2.04] (as such Schedule may be updated from time to time pursuant to this Agreement). The Domestic Swing Line Commitment of any Domestic Swing Line Lender may be modified from time to time by agreement among ​, the Administrative Agent, and such Domestic Swing Line Lender. [Schedule 2.04] shall be deemed to be automatically updated to reflect any modification to any Domestic Swing Line Lender’s Domestic Swing Line Commitment effected pursuant to the immediately preceding sentence.

“Swing Line Lender” means ​ in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.