The U.K. Swing Line Lender at any time in its sole discretion may request, no later than 12:00 p.m. (London time), on any Business Day, on behalf of the applicable U.K. Borrower(s) (and the U.K. Borrowers hereby irrevocably authorize the U.K. Swing Line Lender to so request on its behalf), that each U.K. Lender make # with respect to U.K. Swing Line Loans denominated in Dollars, a U.K. Revolving Loan that is a Eurodollar Rate Loan (with in Interest Period of one (1) month) in an amount equal to such U.K. Lender’s Applicable Percentage of the amount of the U.K. Swing Line Lender’s U.K. Swing Line Loans denominated in Dollars then outstanding, # with respect to U.K. Swing Line Loans denominated in Euros, a U.K. Revolving Loan that is an Alternative Currency Term Rate Loan (with in Interest Period of one (1) month) denominated in Euro in an amount equal to such U.K. Lender’s Applicable Percentage of the amount of the U.K. Swing Line Lender’s U.K. Swing Line Loans denominated in Euros then outstanding, and # with respect to U.K. Swing Line Loans denominated in Sterling, a U.K. Revolving Loan that is an Alternative Currency Daily Rate Loan denominated in Sterling in an amount equal to such U.K. Lender’s Applicable Percentage of the amount of the U.K. Swing Line Lender’s U.K. Swing Line Loans denominated in Sterling then outstanding. Such request shall be made in writing (which written request shall be deemed to be a U.K. 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 U.K. Revolving Loans but subject to the unutilized portion of the Aggregate U.K. Commitments and the conditions set forth in Section 4.02. The U.K. Swing Line Lender shall furnish the applicable U.K. Borrower(s) with a copy of the applicable U.K. Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.K. Lender shall make an amount equal to its Applicable Percentage of the amount specified in such U.K. 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 U.K. Swing Line Loan) for the account of the U.K. Swing Line Lender at the Head Office for the Administrative Agent for Dollar-denominated payments, Euro-denominated payments, or Sterling-denominated payments, as applicable, not later than 5:00 p.m. (London time), on the Business Day such U.K. Loan Notice is received (if such U.K. Loan Notice was received by 12:00 p.m. (London time) on such Business Day) or 10:00 a.m. (London time), on the immediately succeeding Business Day (if such U.K. Loan Notice was received after 12:00 p.m. (London time)), as applicable, whereupon, subject to [Section 2.04(c)(iii)(B)], each U.K. Lender that so makes funds available shall be deemed to have made a U.K. Revolving Loan that is a U.K. Revolving Loan that is a Eurodollar Rate Loan denominated in Dollars, a U.K. Revolving Loan that is an Alternative Currency Term Rate Loan denominated in Euros, or a U.K. Revolving Loan that is an Alternative Currency Daily Rate Loan denominated in Sterling, as applicable, to the applicable U.K. Borrower(s) in such amount. The Administrative Agent shall remit the funds so received to the U.K. Swing Line Lender.

If for any reason any U.K. Swing Line Loan cannot be refinanced by such a U.K. Revolving Borrowing in accordance with [Section 2.04(c)(iii)(A)], the request for U.K. Revolving Loans that are Eurodollar Rate Loans denominated in Dollars, Alternative Currency Term Rate Loans denominated in Euros, or Alternative Currency Daily Rate Loans denominated in Sterling, as applicable submitted by the U.K. Swing Line Lender as set forth herein shall be deemed to be a request by the U.K. Swing Line Lender that each of the U.K. Lenders fund its risk participation in the relevant U.K. Swing Line Loan and each U.K. Lender’s payment to the Administrative Agent for the account of the U.K. Swing Line Lender pursuant to [Section 2.04(c)(iii)(A)] shall be deemed payment in respect of such participation.

Each U.K. Swing Line Borrowing shall be made upon the applicable U.K. Borrower’s irrevocable notice to the U.K. Swing Line Lender and the Administrative Agent by delivery of a U.K. Swing Line Loan Notice. Each U.K. Swing Line Loan Notice must be received not later than # with respect to U.K. Swing Line Loans denominated in Sterling, 10:00 a.m. (London time) on the requested borrowing date and # with respect to U.K. Swing Line Loans denominated in Dollars or Euros, 11:00 a.m. (London time) on the requested borrowing date, and shall specify # the name of the applicable U.K. Borrower, # the amount and currency to be borrowed, which amount shall be a minimum of £500,000 (or the Dollar Equivalent thereof if denominated in Dollars or the Alternative Currency equivalent thereof if denominated in Euros) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the U.K. Swing Line Lender), # the requested borrowing date, which shall be a Business Day, and # the location and number of such U.K. Borrower’s account to which funds are to be disbursed. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (London time), on the date of the proposed U.K. Swing Line Borrowing # directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [Section 2.04(a)(iii), or (2)])] that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender shall, promptly after receipt of the applicable U.K. Swing Line Loan Notice with respect to such U.K. Swing Line Borrowing, make such U.K. Swing Line Loan to the applicable U.K. Borrower by means of a wire transfer to the account specified in such U.K. Swing Line Loan Notice.

U.K. Swing Line Loans. Subject to the terms and conditions set forth herein, the U.K. Swing Line Lender, in reliance upon the agreements of the other U.K. Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “U.K. Swing Line Loan”) to any U.K. Borrower in Dollars, Euros, or Sterling from time to time on any Business Day during the U.K. Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.K. Swing Line Sublimit; provided, that, # after giving effect to any U.K. Swing Line Loan, # the Total U.K. Outstandings shall not exceed the Aggregate U.K. Commitments, # the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment, and # the Dollar Equivalent of the aggregate amount of the outstanding U.K. Swing Line Loans issued by the U.K. Swing Line Lender shall not exceed the U.K. Swing Line Lender’s U.K. Swing Line Commitment, # no U.K. Borrower shall use the proceeds of any U.K. Swing Line Loan to refinance any outstanding U.K. Swing Line Loan, and # the U.K. Swing Line Lender shall be under no obligation to make any U.K. 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, each U.K. Borrower may borrow U.K. Swing Line Loans under this [Section 2.04(a)(iii)], prepay U.K. Swing Line Loans pursuant to Section 2.05, and reborrow U.K. Swing Line Loans under this [Section 2.04(a)(iii)]. Immediately upon the making of a U.K. Swing Line Loan, each U.K. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.K. Swing Line Lender a risk participation in such U.K. Swing Line Loan in an amount equal to the product of such U.K. Lender’s Applicable Percentage times the amount of such U.K. Swing Line Loan.