If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with [Section 2.2(c)(i)], the request for Revolving Credit Loans submitted by Swing Line Lender as set forth herein shall be deemed to be a request by Swing Line Lender that each Revolving Credit Lender fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to Administrative Agent for the account of Swing Line Lender pursuant to [Section 2.2(c)(i)] shall be deemed payment in respect of such participation.

Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Lender funds its Base RateABR Loan or risk participation pursuant to this [Section 2.04] to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Committed Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“U.K. Revolving Credit Exposure” means, as to any U.K. Lender at any time, the aggregate principal amount of such U.K. Lender’s # outstanding U.K. Revolving Loans at such time, plus # participation in U.K. Swing Line Loans at such time.

election of Swing Loan Lender), repay and re-borrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this [Section 2.4] during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as [Exhibit 2.4](a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.

#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.

#For the avoidance of doubt, this [Section 2.02] shall not apply to Domestic Swing Line Loans, or Canadian Swing Line Loans, or U.K. Swing Line Loans.

Cash Collateral; Repayment of Swing Line Loans. If the reallocation described in [clause (a)](iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable law, first, prepay Swing Line Loans in an amount equal to Swing Line Lender’s Fronting Exposure and second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in [Section 2.10].

New Swing Line Loans/Letters of Credit. So long as any Revolving Credit Lender is a Defaulting Lender, # the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and # the L/C Issuer shall not be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this [Section 5.12], provided any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.