Swing Line Loans. The Company shall repay each Swing Line Loan on the earlier to occur of # the date ten Business Days after such Loan is made and # the Maturity Date for the Revolving Credit Facility.

Multicurrency Swing Loans. If such Loan is a Swing Loan that is # denominated in Sterling, a rate per annum equal at all times to the Sterling Swing Loan Rate in effect from time to time, # denominated in Canadian Dollars, a rate per annum equal at all times to the Canadian Dollar Swing Loan Rate in effect from time to time and # denominated in Euros, a rate per annum equal at all times to the Euro Swing Loan Rate in effect from time to time, in each case payable on each Quarterly Date while such Swing Loan is outstanding and on the date such Swing Loan shall be paid in full.

Making of Swing Loans. In the case of a request for a Revolving Loan made pursuant to clause (a)(i) above and so long as either # the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $2,500,000, or # Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this [Section 2.3(b)] being referred to as a "Swing Loan" and all such Revolving Loans being referred to as "Swing Loans") available to Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of [Section 2.3(d)(ii)], Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that # one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or # the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Interest on Swing Loans. Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum equal to # the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit Commitment as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed) or # the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed). Interest on each Swing Loan shall be due and payable by Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).

Requests for Swing Loans. Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit Commitment to the Base Rate as from time to time in effect. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders).

Repayment of Swing Loans. Each Swing Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent and communicated to the Borrower when such Swing Loan is made which date shall in any event be not less than three (3) Business days after the date the Lender makes such Swing Loan. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Swing Line Lender, the Borrower shall repay the outstanding Swing Loans in an amount sufficient to eliminate any Fronting Exposure in respect of such Swing Loans. Further, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Loan, require each Lender to fund the participation acquired by such Lender pursuant to [Section 2.07(d)] or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Percentage of such Swing Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Loan. Not later than 12:00 noon on the date of any notice received pursuant to this [Section 2.07(e)], each Lender shall fund its participation or make available its required Revolving Loan, in each case in immediately available funds, at Administrative Agent’s office in Chicago, Illinois (or such other location designated by Administrative Agent). Revolving Loans made pursuant to this [Section 2.07(e)] shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Term Benchmark Loans in the manner provided in [Section 2.06] and subject to the other conditions and limitations set forth in this Section 2. Unless a Lender shall have notified the Swing Line Lender, prior to the Swing Line Lender’s making any Swing Loan, that any applicable condition precedent set forth in [Sections 7.01] had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this [Section 2.07(e)] to repay Swing Loans or to fund the participation acquired pursuant to [Section 2.07(d)] shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, # any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Borrower, the Administrative Agent, the Swing Line Lender or any other Person, # the occurrence or continuance of a Default or Event of Default, # any adverse change in the condition (financial or otherwise) of Borrower, or # any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this [Section 2.07(e)], interest shall accrue thereon at the Federal Funds Rate for each day during the period commencing on the date of demand and ending on the date such amount is received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Revolving Credit Termination Date, Borrower shall repay in full the outstanding principal balance of the Swing Loans.

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

Canadian Swing Line Loans. Subject to the terms and conditions set forth herein, the Canadian Swing Line Lender, in reliance upon the agreements of the other Canadian Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “Canadian Swing Line Loan”) to any Canadian Borrower in Dollars or Canadian Dollars from time to time on any Business Day during the Canadian Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit; provided, that, # after giving effect to any Canadian Swing Line Loan, # the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, # the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and # the Dollar Equivalent of the aggregate amount of the outstanding Canadian Swing Line Loans issued by the Canadian Swing Line Lender shall not exceed the Canadian Swing Line Lender’s Canadian Swing Line Commitment, # no Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan, and # the Canadian Swing Line Lender shall be under no obligation to make any Canadian 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. In addition, in the event that the Canadian Borrowers cause an overdraft in the net position of all its Canadian Dollar accounts maintained with the Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing Line Loan (subject to the terms and conditions set forth in this Section 2.04 and in Article IV, to the extent applicable) in the amount of such overdraft. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Swing Line Loans under this [Section 2.04(a)(ii)], prepay Canadian Swing Line Loans pursuant to Section 2.05, and reborrow Canadian Swing Line Loans under this [Section 2.04(a)(ii)]. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Lender’s Applicable Percentage times the amount of such Canadian Swing Line Loan.

Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrowers 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 the Swing Line Lender’s Fronting Exposure and # second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in [Section 2.15].

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.