The Domestic Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Parent Borrower (which hereby irrevocably requests and authorizes the Domestic Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Domestic Swing Line Loans then outstanding. The Canadian Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Canadian Borrower (which hereby irrevocably requests and authorizes the Canadian Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Canadian Swing Line Loans then outstanding. Such requests 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 conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, # the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and # with respect to a Borrowing of the Canadian Borrower, the Total Revolving Canadian Outstandings shall not exceed the Canadian Borrower Sublimit. Each Swing Line Lender shall furnish the applicable Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the applicable Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Domestic Administrative Agent in Same Day Funds (and the Administrative Agents may apply Cash Collateral available with respect to the Domestic Swing Line Loan) for the account of the Domestic Swing Line Lender at the Domestic Administrative Agent’s Office for Dollar-denominated deposits not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to [Section 2.04(c)(ii)], each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Parent Borrower in such amount. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Canadian Administrative Agent in Same Day Funds (and the Administrative Agents may apply Cash Collateral available with respect to the Canadian Swing Line Loan) for the account of the Canadian Swing Line Lender at the Canadian Administrative Agent’s Office for Canadian Dollar-denominated deposits or Dollar-denominated deposits, as applicable, not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to [Section 2.04(c)(ii)], each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Canadian Borrower in such amount. Each Administrative Agent shall remit the funds so received to the applicable Swing Line Lender.

Each Domestic Swing Line Lender at any time in its sole discretion may request, on behalf of [[Released U.K. Borrowers:Organization]] (which hereby irrevocably authorizes each Domestic Swing Line Lender to so request on its behalf), that each Domestic Lender make a Domestic Revolving Loan that is a Domestic Base Rate Loan in an amount equal to such Domestic Lender’s Applicable Percentage of the amount of such Domestic Swing Line Lender’s Domestic Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Domestic 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 Domestic Revolving Loans that are Domestic Base Rate Loans, but subject to the unutilized portion of the Aggregate Domestic Commitments and the conditions set forth in Section 4.02. The applicable Domestic Swing Line Lender shall furnish [[Released U.K. Borrowers:Organization]] with a copy of the applicable Domestic Loan Notice promptly after delivering such notice to the Administrative Agent. Each Domestic Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Domestic 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 Domestic Swing Line Loan) for the account of the applicable Domestic Swing Line Lender at the Head Office for the Administrative Agent for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Domestic Loan Notice, whereupon, subject to [Section 2.04(c)(i)(B)], each Domestic Lender that so makes funds available shall be deemed to have made a Domestic Revolving Loan that is a Domestic Base Rate Loan to [[Released U.K. Borrowers:Organization]] in such amount. The Administrative Agent shall remit the funds so received to the applicable Domestic Swing Line Lender.

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

The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Revolving Loan in an amount equal to such Lender’s Applicable Percentage 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 Revolving 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 Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving 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 2:00 p.m. on the day specified in such Revolving Loan Notice, whereupon, subject to [Section 2.04(c)(ii)], each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of [[Borrower:Organization]] (which hereby irrevocably authorizes the 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 Applicable Revolving Credit Percentage 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 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 Credit Facility and the conditions set forth in [Section 4.02]. The Swing Line Lender shall furnish [[Borrower:Organization]] with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit 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 Swing Line Loan) for the account of the Swing Line 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 Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to [[Borrower:Organization]] in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Revolving Credit Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage 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 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 Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such 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 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to [Section 2.04(c)(ii)], each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

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.

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

Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the 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 Applicable Revolving Credit Percentage 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 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 Credit Facility and the conditions set forth in [Section 4.02]. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office 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 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.

Borrowing Procedures. Each Swing Line Borrowing of Domestic Swing Line Loans shall be made upon the Parent Borrower’s irrevocable notice to the Domestic Swing Line Lender and the Domestic Administrative Agent, which may be given by telephone. Each Swing Line Borrowing of Canadian Swing Line Loans shall be made upon the Canadian Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the applicable Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify # the amount to be borrowed, which shall be a minimum principal amount of $500,000 for Domestic Swing Line Loans and $250,000 for Canadian Swing Line Loans, and, integral multiples of $100,000 in excess thereof, # the interest rate applicable to such Swing Line Loan, # for Canadian Swing Line Loans, the currency of the Loans to be borrowed and # the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the applicable Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Borrowing Officer of the applicable Borrower. Promptly after receipt by a Swing Line Lender of any telephonic Swing Line Loan Notice, the applicable Swing Line Lender will confirm with the applicable Administrative Agent (by telephone or in writing) that such Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify such Administrative Agent (by telephone or in writing) of the contents thereof. Unless such Swing Line Lender has received notice (by telephone or in writing) from such Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing # directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, such Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.