The Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this [Section 2.04], may in its sole discretion make loans to the Borrower (each such loan, a “Swingline Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the 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 Swingline Sublimit; provided, however, that # after giving effect to any Swingline Loan, # the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, # the Revolving Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment and # the aggregate amount of all Swingline Loans outstanding shall not exceed the Swingline Commitment of the Swingline Lender, # the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and # the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this [Section 2.04], prepay under [Section 2.05], and reborrow under this [Section 2.04]. Each Swingline Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount 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 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.

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 [[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.

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

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)].

Replacement and Resignation of Swingline Lender. Any Swingline Lender may be replaced at any time by written agreement among the [[Organization A:Organization]], the [[administrative agent for the Banks:Organization]], the replaced Swingline Lender and the successor Swingline Lender. The [[administrative agent for the Banks:Organization]] shall notify [[Organization B:Organization]] of any such replacement of a Swingline Lender. At the time any such replacement shall become effective, the [[Organization A:Organization]] shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to [Section 2.03(c)]. From and after the effective date of any such replacement, # the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and # references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders and all other Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans. Subject to the appointment and acceptance by [[administrative agent for the Banks:Organization]] and [[Organization A:Organization]] of a successor Swingline Lender, any Swingline Lender may resign as a Swingline Lender at any time upon thirty days’ prior written notice to the [[administrative agent for the Banks:Organization]], the [[Organization A:Organization]] and [[Organization B:Organization]], in which case, such Swingline Lender shall be replaced as provided above.

Interest for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Pro Rata Share of any Swingline Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swingline Lender.