Between Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Protective Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender's Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of [Section 2.3(g)]), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned, except that this [Section 11.06(b)(ii)] shall not apply to any Domestic Swing Line Lender’s rights and obligations in respect of Domestic Swing Line Loans, or the Canadian Swing Line Lender’s rights and obligations in respect of Canadian Swing Line Loans, or the U.K. Swing Line Lender’s rights and obligations in respect of U.K. Swing Line Loans.

Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans 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.

Payments Directly to Swing Line Lenders. The Parent Borrower shall make all payments of principal and interest in respect of the Domestic Swing Line Loans directly to the Domestic Swing Line Lender. The Canadian Borrower shall make all payments of principal and interest in respect of the Canadian Swing Line Loans directly to the Canadian Swing Line Lender.

Notwithstanding anything to the contrary herein, if at any time the Swing Line Lender assigns all of its Revolving Credit Commitments and Revolving Loans pursuant to subsection # above, the Swing Line Lender may terminate the Swing Line. In the event of such termination of the Swing Line, Borrower shall be entitled to appoint another Lender to act as the successor Swing Line Lender hereunder (with such Lender’s consent); provided, that the failure of Borrower to appoint a successor shall not affect the resignation of the Swing Line Lender. If the Swing Line Lender terminates the Swing Line, it shall retain all of the rights of the Swing Line Lender provided hereunder with respect to Swing Loans made by it and outstanding as of the effective date of such termination, including the right to require Lenders to make Revolving Loans or fund participations in outstanding Swing Loans pursuant to [Section 2.07].

“Swing Line Lender” means JPMorgan in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” means any Domestic Swing Line Loan, and/or any Canadian Swing Line Loan, and/or any U.K. Swing Line Loans, as the context may require.

“Loans” shall mean, collectively, the Revolving Loans and the Swing Line Loans.

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)].

“Domestic Swing Line Lender” means [[Domestic Administrative Agent:Organization]] in its capacity as provider of Domestic Swing Line Loans, or any successor domestic swing line lender hereunder.