Payments to Swing Line Lender or Revolving Credit Lenders. Borrower shall make all payments of principal and interest in respect of the Swing Line Loans to Administrative Agent for the account of Swing Line Lender or Revolving Credit Lenders, as applicable.

The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that # after giving effect to any Swing Line Loan, # the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and # the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit

At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

“Appropriate Lender” means, at any time, # with respect to any of the Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time, # with respect to the Letter of Credit Sublimit, # the L/C Issuer and # if any Letters of Credit have been issued pursuant to [Section 2.03(a)], the Revolving Credit Lenders and # with respect to the Swing Line Sublimit, # the Swing Line Lender and # if any Swing Line Loans are outstanding pursuant to [Section 2.04(a)], the Revolving Credit Lenders.

If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with [Section 2.04(c)(i)], the request for Base Rate Revolving Credit Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to [Section 2.04(c)(i)] shall be deemed payment in respect of such participation.

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to [Section 2.04].

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time # the Lender that is a L/C Issuer or a Domestic Swing Line Lender assigns all of its Domestic Commitment, Domestic Revolving Loans and Domestic Swing Line Loans pursuant to [Section 11.06(b), or (ii)])] the Lender that is the Canadian Swing Line Lender assigns all of its Canadian Commitment, Canadian Revolving Loans, and Canadian Swing Line Loans pursuant to [Section 11.06(b), or (iii)])] the Lender that is the U.K. Swing Line Lender assigns all of its U.K. Commitment, U.K. Revolving Loans and U.K. Swing Line Loans pursuant to [Section 11.06(b)], such Person may, # upon forty-five (45) days’ written notice to the applicable Agent, [[Released U.K. Borrowers:Organization]] and the Domestic Lenders, resign as a L/C Issuer, # upon forty-five (45) days’ notice to [[Released U.K. Borrowers:Organization]], resign as a Domestic Swing Line Lender, and/or # upon forty-five (45) days’ notice to the Canadian Borrowers, resign as the Canadian Swing Line Lender, and/or # upon forty-five (45) days’ notice to the U.K. Borrowers, resign as the U.K. Swing Line Lender. In the event of any such resignation as a L/C Issuer, a Domestic Swing Line Lender, or the Canadian Swing Line Lender, or the U.K. Swing Line Lender, [[Released U.K. Borrowers:Organization]] shall be entitled to appoint from among # the Domestic Lenders, a successor L/C Issuer or a Domestic Swing Line Lender, or # the Canadian Lenders, a successor Canadian Swing Line Lender or # the U.K. Lenders, a successor U.K. Swing Line Lender; provided, that, no failure by [[Released U.K. Borrowers:Organization]] to appoint any such successor shall affect the resignation of such Person as a L/C Issuer, a Domestic Swing Line Lender, and/or the Canadian Swing Line Lender and/or the U.K. Swing Line Lender, as the case may be. If such Person resigns as a L/C Issuer, it shall retain all the rights, powers, privileges and duties of a L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as a L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Domestic Lenders to make Domestic Revolving Loans that are Domestic Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to [Section 2.03(f)]). If such Person resigns as a Domestic Swing Line Lender, it shall retain all the rights of a Domestic Swing Line Lender provided for hereunder with respect to Domestic Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Domestic Lenders to make Domestic Revolving Loans that are Domestic Base Rate Loans or fund risk participations in outstanding Domestic Swing Line Loans pursuant to [Section 2.04(c)(i)]. If such Person resigns as the Canadian Swing Line Lender, it shall retain all the rights of the Canadian Swing Line Lender provided for hereunder with respect to Canadian Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Canadian Lenders to make Canadian Revolving Loans that are Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in outstanding Canadian Swing Line Loans pursuant to [Section 2.04(c)(ii)]. If such Person resigns as the U.K. Swing Line Lender, it shall retain all the rights of the U.K. Swing Line Lender provided for hereunder with respect to U.K. Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the U.K. Lenders to make U.K. Revolving Loans or fund risk participations in outstanding U.K. Swing Line Loans pursuant to [Section 2.04(c)(iii)]. Upon the appointment of a successor L/C Issuer, Domestic Swing Line Lender, and/or Canadian Swing Line Lender, and/or U.K. Swing Line Lender, # such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Domestic Swing Line Lender, or Canadian Swing Line Lender, or U.K. Swing Line Lender, as the case may be, and # the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Person to effectively assume the obligations of such Person with respect to such Letters of Credit. [Schedule 2.03] and [Schedule 2.04] shall be deemed to be automatically updated to reflect the L/C Commitment, the Domestic Swing Line Commitment, the Canadian Swing Line Commitment, and/or the U.K.Canadian Swing Line Commitment of any Person that becomes a L/C Issuer, a Domestic Swing Line Lender, or the Canadian Swing Line Lender, or the U.K. Swing Line Lender after the Closing Date pursuant to this [Section 11.06(f)].

C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and # aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders at such time. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided, that, the amount of any participation in any Domestic Swing Line Loan, or any Canadian Swing Line Loan, or any U.K. Swing Line Loan and any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the applicable Domestic Swing Line Lender, the Canadian Swing Line Lender, the U.K. Swing Line Lender, or the applicable L/C Issuer, as the case may be, in making such determination.

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Domestic Revolving Loan, a Canadian Revolving Loan, a U.K. Revolving Loan, a PR Revolving Loan, a Domestic Swing Line Loan, or a Canadian Swing Line Loan, or a U.K. Swing Line Loan.