Common use of The Swing Line Advances Clause in Contracts

The Swing Line Advances. The Swing Line Lender severally agrees on the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Facility Termination Date in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and (ii) the Swing Line Lender’s Swing Line Commitment at such time; provided, however, that no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The BRW may request any Swing Line Lender severally agrees Bank to make, and such Swing Line Bank may, if in its sole discretion it elects to do so, make, on the terms and conditions hereinafter set forth to make, in its sole discretionforth, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers BRW from time to time on any Business Day during the period from the Closing Date date hereof until the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any owing to all Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender Banks not to exceed at any time outstanding $75,000,000 (the lesser of (i) the “Swing Line Facility at such time Facility”) and (ii) the Swing Line Lender’s Swing Line Commitment at in an amount for each such time; provided, however, that no Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofthereof and shall be made as a Base Rate Advance. Any Swing Line Advances made to BRW and to BCSI under Section 2.01(c) of the Existing Credit Agreement and outstanding on the Effective Date shall for all purposes be deemed to have been made hereunder and shall constitute use of the Swing Line Facility. Within the limits of the Swing Line Facility and within the limits referred to in the first sentence of this subsection clause (f)ii) above, a Revolving Credit Borrower so long as any Swing Line Bank, in its sole discretion, elects to make Swing Line Advances, BRW may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d2.04(c) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(c). Immediately upon the making of BCSI may not borrow any new Swing Line Advances under this Section 2.01(c). BRW may select any Lender to act as a Swing Line Advance, each Revolving Credit Bank or remove any Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the as a Swing Line Bank at its discretion; provided that (i) each such Lender expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a risk participation in such Swing Line Advance in an amount equal to Bank and notifies the product Administrative Agent of its acceptance of such Lender’s Pro Rata Share times the principal amount of such appointment and (ii) there are no more than four Swing Line AdvanceBanks (including all Swing Line Banks that have issued Swing Line Advances that remain outstanding) at any one time.

The Swing Line Advances. The Swing Line Lender severally Bank agrees on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any for all Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility Bank’s Swing Line Commitment at such time and (ii) the Swing Line Lender’s Swing Line Commitment at in an amount for each such time; provided, however, that no Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 100,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofthereof and shall bear interest at the Base Rate plus the Applicable Percentage then applicable, or a rate mutually agreed by the Borrower and the Swing Line Bank. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d2.04(c) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(c). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The Swing Line Lender severally agrees on the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Facility Termination Date in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and (ii) the Swing Line Lender’s Swing Line Commitment at such time; provided, however, that no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in the first sentence of this subsection (fc), a Revolving Credit the Borrower may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d2.04(b) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(c). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The Swing Line Lender severally agrees on (a) Subject to the terms and conditions hereinafter set forth to makehereof, in its sole discretion, each Swing Line Advances in Dollars or in Lender agrees to make a Committed Currency portion of the credit otherwise available to the Revolving Credit Borrowers Parent Borrower under the Commitments from time to time on any Business Day during the period from Commitment Period by making swing line advances (“Swing Line Advances”) to the Closing Date until Parent Borrower in Dollars; provided that (i) the Revolving Credit Facility Termination Date aggregate principal amount of Swing Line Advances outstanding at any time shall not exceed the Swing Line Commitment then in an aggregate amount effect (based in respect notwithstanding that the Swing Line Advances of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Lender outstanding at any time, when aggregated with such Swing Line Borrowing) owing to Lender’s other outstanding Revolving Credit Advances, may exceed the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and Commitment then in effect), (ii) the Swing Line Lender’s Swing Line Commitment at such time; providedParent Borrower shall not request, however, that and no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make make, any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advanceif, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within the limits of the Swing Line Facility and within the limits referred after giving effect to in the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance, the aggregate amount of the Available Commitments would be less than zero, (iii) no Swing Line Lender shall make any Swing Line Advance without first confirming with the Agent that, after giving effect to the making of such Swing Line Advance, the aggregate amount of the Available Commitments would be greater than or equal to zero and (iv) such Swing Line Advances shall be Base Rate Advances. During the Commitment Period, the Parent Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Advances shall be Base Rate Advances only. (b) The Parent Borrower shall repay to each Swing Line Lender the then unpaid principal amount of each Swing Line Advance made by such Lender on the earlier of the Termination Date and the first date after such Swing Line Advance is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swing Line Advance is made; provided that on each date that a Revolving Credit Advance or Competitive Bid Advance is borrowed, the Parent Borrower shall repay all Swing Line Advances then outstanding.

The Swing Line Advances. The Each Swing Line Lender Bank severally agrees agrees, on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Date date hereof until the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any for all Swing Line Advances owing to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of such Swing Line BorrowingBank (in its capacity as such) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and $25,000,000, (ii) the in an aggregate amount owing to all Swing Line Lender’s Banks not to exceed at any time outstanding $50,000,000, as such amount may be reduced from time to time pursuant to Section 2.05 (the "Swing Line Commitment at Facility") and (iii) in an amount for each such time; provided, however, that no Swing Line Borrowing shall not to exceed an amount equal to the amount by which the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time exceeds the Commercial Paper Set-Aside Amount at such time; provided, furtherhowever, that if at any time of receipt by any Swing Line Bank of a Notice of Swing Line Borrowing, (x) any Revolving Credit Lender shall be a Defaulting Lender or such Swing Line Bank determines in good faith that any Lender is reasonably likely to become a Defaulting Lender within the next 30 days (a "Potential Defaulting Lender") and (y) the sum of the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders (other than Revolving Credit Lenders that are Defaulting Lenders or Potential Defaulting Lenders) plus the Commercial Paper Set-Aside Amount at such time shall be less than the amount of the requested Swing Line Borrowing, such Swing Line Bank shall not be required to, but may, if in its sole discretion it elects to do so, make the Swing Line Lender shall not be obligated to make any Advance requested in such Notice of Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceBorrowing. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 5,000,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 1,000,000 in excess thereofthereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clauses (i) and (iii) above (and if at the first sentence time of this subsection (freceipt by any Swing Line Bank of a Notice of Swing Line Borrowing, any Lender shall be a Defaulting Lender or a Potential Defaulting Lender, so long as any Swing Line Bank, in its sole discretion, elects to make Swing Line Advances), a Revolving Credit the Borrower may borrow under this Section 2.01(f2.01(b), repay pursuant to Section 2.04(d2.06(b) or prepay pursuant to Section 2.06(a) 2.10 and reborrow under this Section 2.01(f2.01(b). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount applicable to such Swing Line Lender to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.20. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f2.20, prepay Swing Line Advances under Section 2.10 or repay Swing Line Advances under Section 2.06(a), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f)2.20. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times ratable share of such Swing Line Advance. (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 9:30 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by e-mail and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s ratable portion of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of such Swing Line Lender, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Agent, to purchase its ratable portion of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire by assignment Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the higher of the EURIBO Rate and the cost of funds incurred by the Agent in respect of such amount, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Lender shall pay to the Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender. (f) Unless the Sub-Agent shall have received notice from a Swing Line Lender prior to the time of any Swing Line Borrowing that such Swing Line Lender will not make available to the Sub-Agent such Swing Line Lender’s ratable share of such Swing Line Borrowing, the Sub-Agent may assume that such Swing Line Lender has made such portion available to the Sub-Agent on the date of such Swing Line Borrowing in accordance with subsection (a) of this Section 2.20 and the Sub-Agent may, in reliance upon such assumption, make available to the Borrower requesting such Swing Line Borrowing on such date, a corresponding amount. If and to the extent that such Swing Line Lender shall not have so made such ratable portion available to the Sub-Agent, such Swing Line Lender and such Borrower severally agree to repay to the Sub-Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Sub-Agent at (i) in the case of such Borrower, the interest rate applicable at the time to Swing Line Advances and (ii) in the case of such Swing Line Lender, the EURIBO Rate. If such Swing Line Lender shall repay to the Sub-Agent such corresponding amount, such amount so repaid shall constitute such Swing Line Lender’s Swing Line Advance as part of such Swing Line Borrowing for purposes of this Agreement. ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING

The Swing Line Advances. The Swing Line Lender severally Bank agrees on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Original Effective Date until the Termination Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (ix) the Swing Line Facility at such time and (iiy) the Swing Line LenderBank’s Swing Line Commitment at such time; provided, however, that no time and (ii) in an amount for each such Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; providedprovided that the Borrower, further, the Administrative Agent and the Lenders acknowledge and agree that certain Swing Line Advances and payments under the Swing Line Lender Facility may be made pursuant to separate overdraft arrangements which (x) are made among the Borrower, the Swing Line Bank and the Administrative Agent, (y) may be inconsistent with the provisions of this Section 2.01(c), Section 2.02(b) and Section 2.04(c) and (z) shall not be obligated to make affect the obligations of the Revolving Credit Lenders under Section 2.02(b) in respect of such or any other Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceAdvances. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 1,000,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 1,000,000 in excess thereofthereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(c). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance. At any time that the sum of the aggregate outstanding amount of all Revolving Credit Advances and all Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit outstanding at such time exceeds $25,000,000, the Administrative Agent will give notice to the Swing Line Bank, and no Swing Line Advances shall be made until such time as (x) the sum of the aggregate outstanding amount of all Revolving Credit Advances and Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit outstanding at such time shall be equal to or less than $25,000,000, (y) the Borrower shall have requested in writing to the Swing Line Bank (with a copy to the Administrative Agent) that the Swing Line Facility be reactivated and (z) the Swing Line Bank shall have determined, in its sole discretion, to recommence making Swing Line Advances.

The Swing Line Advances. The Each Swing Line Lender severally agrees Bank agrees, on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances denominated in US Dollars (in the case of each Swing Line Bank) or Euro (in a Committed Currency the case of Citibank, N.A.) to the Revolving Credit Borrowers any Borrower from time to time on any Business Day during the period from the Closing Date date hereof until the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding $750,000,000 (the lesser of (i) the “Swing Line Facility at such time Facility”) and (ii) the in an amount (based in respect of any Swing Line Lender’s Advances to be denominated in Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for each such Advance not to exceed (unless waived by the Administrative Agent and the applicable Swing Line Bank) (x) the unused Swing Line Commitment at such time; provided, however, that no of the applicable Swing Line Borrowing shall exceed Bank, (y) the aggregate Unused Revolving Credit Commitment of the applicable Swing Line Bank (or its Affiliate) and (z) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at on such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceBusiness Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) 5,000,000 or €400,000 (for Swing Line Advances denominated in Euros) 5,000,000 as applicable, or an integral multiple of $100,000, £100,000 1,000,000 or €100,0001,000,000, respectively as applicable, in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of Borrowers may borrow under this subsection (fSection 2.01(e), a Revolving Credit prepay NYDOCS02/1166703 32 pursuant to Section 2.11 and reborrow under this Section 2.1(e), provided, that no Borrower shall use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Notwithstanding the foregoing, neither any Canadian Borrower nor any Australian Borrower may borrow under this Section 2.01(f2.1(e), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The (a) Each Swing Line Lender severally agrees Borrowing shall be made on notice in substantially the terms and conditions hereinafter set forth form of Exhibit 3.2 hereto (a "NOTICE OF SWING LINE BORROWING"), delivered by the Borrower to make, in its sole discretion, the Swing Line Advances in Dollars Bank and the Administrative Agent by hand, telecopier or in a Committed Currency to the Revolving Credit Borrowers from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Facility Termination Date in an aggregate amount telex not later than 2:00 P.M. (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined Charlotte, North Carolina time) on the date of delivery of the applicable proposed Swing Line Borrowing. Each Notice of Swing Line Borrowing) owing to Borrowing shall specify therein the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at date of such time and Borrowing, (ii) the amount of such Borrowing and (iii) the maturity of such Borrowing (which maturity shall be no later than the fifth day after the requested date of such Borrowing). Each Notice of Swing Line Lender’s Borrowing shall be irrevocable and binding on the Borrower. The Swing Line Bank will make the amount thereof available to the Administrative Agent at the Administrative Agent's Account, in same day funds. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VII, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. Each Swing Line Advance will reduce the Available Commitments of all Lenders pro rata. Promptly after each Swing Line Borrowing, the Administrative Agent will notify each Lender of the amount of the Swing Line Borrowing, the amount by which such Lender's Available Commitment has been reduced, the date of the Swing Line Borrowing and the Interest Period with respect thereto. Swing Line Advances shall bear interest at such timethe Floating Eurodollar Rate and shall be a Floating Eurodollar Rate Advance; provided, however, that no Swing Line Borrowing shall exceed the aggregate if an Event of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; providedDefault has occurred and is continuing, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A each Swing Line Advance denominated in Dollars shall be a automatically on the date such Event of Default occurs bear interest at the Base Rate Advance, a in effect on such date. (b) Terms relating to making of Swing Line Advance denominated Advances. (i) Notwithstanding anything in Sterling shall be an Overnight Eurocurrency Rate Advance and a Section 3.2(a) above to the contrary: (A) The aggregate amount of Swing Line Advance denominated in Euros Advances outstanding at any time shall be a Cost of Funds Advance. not exceed $20,000,000; (B) No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Advance; (C) At no time shall more than two different Swing Line Advance. Borrowings be outstanding hereunder at any time; and (D) Each Swing Line Borrowing hereunder shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within , or such lesser amount as shall be equal to the limits total amount of the Available Commitments on such date; and (ii) No more than one (1) Swing Line Borrowing may be made on the same Business Day. (c) Upon demand by the Swing Line Facility and within the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Bank with an outstanding Swing Line Advance, each Revolving Credit Lender shall be deemed to, Advance and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in so long as such Swing Line Advance in an amount equal to shall bear interest at the product of such Lender’s Pro Rata Share times the principal amount of Base Rate, each other Lender shall purchase from such Swing Line Advance.Bank, and the Swing Line Bank shall sell and assign to each such other Lender, such other Lender's Percentage of such outstanding Swing Line

The Swing Line Advances. The Swing Line Lender severally agrees on (a) Subject to the terms and conditions hereinafter set forth to makehereof, in its sole discretion, each Swing Line Advances in Dollars or in Lender agrees to make a Committed Currency portion of the credit otherwise available to the Revolving Credit Borrowers Parent Borrower under the Commitments from time to time on any Business Day during the period from Commitment Period by making swing line advances (“Swing Line Advances”) to the Closing Date until Parent Borrower in Dollars; provided that (i) the Revolving Credit Facility Termination Date aggregate principal amount of Swing Line Advances outstanding at any time shall not exceed the Swing Line Commitment then in an aggregate amount effect (based in respect notwithstanding that the Swing Line Advances of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Lender outstanding at any time, when aggregated with such Swing Line Borrowing) owing to Lender’s other outstanding Revolving Credit Advances, may exceed the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and Commitment then in effect), (ii) the Swing Line Lender’s Swing Line Commitment at such time; providedParent Borrower shall not request, however, that and no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make make, any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advanceif, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within the limits of the Swing Line Facility and within the limits referred after giving effect to in the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance, the aggregate amount of the Available Commitments would be less than zero, (iii) no Swing Line Lender shall make any Swing Line Advance without first confirming with the Agent that, after giving effect to the making of such Swing Line Advance, the aggregate amount of the Available Commitments would be greater than or equal to zero and (iv) such Swing Line Advances shall be Base Rate Advances. During the Commitment Period, the Parent Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Advances shall be Base Rate Advances only. (a) The Parent Borrower shall repay to each Swing Line Lender the then unpaid principal amount of each Swing Line Advance made by such Lender on the earlier of the Termination Date and the first date after such Swing Line Advance is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swing Line Advance is made; provided that on each date that a Revolving Credit Advance or Competitive Bid Advance is borrowed, the Parent Borrower shall repay all Swing Line Advances then outstanding.

The Swing Line Advances. The Swing Line Lender severally agrees on (a) Subject to the terms and conditions hereinafter set forth to makehereof, in its sole discretion, each Swing Line Advances in Dollars or in Lender agrees to make a Committed Currency portion of the credit otherwise available to the Revolving Credit Borrowers Parent Borrower under the Commitments from time to time on any Business Day during the period from Commitment Period by making swing line advances (“Swing Line Advances”) to the Closing Date until Parent Borrower in Dollars; provided that (i) the Revolving Credit Facility Termination Date in an aggregate principal amount of Swing Line Advances outstanding at any time shall not exceed $200,000,000, (based in respect ii) the aggregate principal amount of Swing Line Advances of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed outstanding at any time outstanding the lesser of (i) the Swing Line Facility at shall not exceed such time and (ii) the Swing Line Lender’s Swing Line Commitment at such timeCommitment; provided, however, that no (iii) the Swing Line Borrowing shall exceed Exposure of any Swing Line Lender at any time, when aggregated with such Swing Line Lender’s Percentage of the Dollar Equivalent of the aggregate of the Unused Revolving Credit Commitments principal amount of the Revolving Credit Lenders at Advances then outstanding and such time; providedSwing Line Lender’s Percentage of the L/C Obligations then outstanding, furthershall not exceed such Swing Line Lender’s Commitment, that (iv) the Parent Borrower shall not request, and no Swing Line Lender shall not be obligated to make make, any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advanceif, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within the limits of the Swing Line Facility and within the limits referred after giving effect to in the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance, the aggregate amount of the Available Commitments would be less than zero, (v) no Swing Line Lender shall make any Swing Line Advance without first confirming with the Administrative Agent that, after giving effect to the making of such Swing Line Advance, the aggregate amount of the Available Commitments would be greater than or equal to zero and (vi) such Swing Line Advances shall be Base Rate Advances. During the Commitment Period, the Parent Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Advances shall be Base Rate Advances only. (b) The Parent Borrower shall repay to each Swing Line Lender the then unpaid principal amount of each Swing Line Advance made by such Lender on the earlier of the Termination Date and the first date after such Swing Line Advance is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swing Line Advance is made; provided that on each date that a Revolving Credit Advance or Competitive Bid Advance is borrowed, the Parent Borrower shall repay all Swing Line Advances then outstanding.

The Swing Line Advances. The Each Swing Line Lender Bank severally agrees agrees, on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender which shall not to exceed at any time outstanding the lesser of (i) the amount set opposite such Swing Line Facility at such time and (ii) Bank's name on the signature pages hereof under the caption "Swing Line Lender’s Commitments" (such amount being such Swing Line Commitment at such timeBank's "Swing Line Commitment"); provided, however, that the aggregate amount of all Swing Line Advances outstanding at any time shall not exceed $127,500,000 (the "Swing Line Facility") and, provided further that no Swing Line Borrowing shall exceed be made if, following the aggregate making of such Swing Line Borrowing, either (i) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that shall be less than the aggregate unpaid principal amount of the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost Advances or (ii) the aggregate amount of Funds Advancethe Advances then outstanding would exceed the aggregate amount of the Revolving Credit Commitments of the Lenders. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 100,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 10,000 in excess thereofthereof and shall be made, at the determination of the Borrower, either (i) as a Base Rate Advance, (ii) as a Swing Line Cost of Funds Advance or (iii) as an Advance bearing interest as the Borrower and the Applicable Swing Line Bank shall otherwise agree. The 6 terms and conditions of the Swing Line Commitment of any Swing Line Bank and the Swing Line Advances made by any such Swing Line Bank (other than terms and conditions relating to the amount of the Swing Line Commitment, interest rate, tenor or term of any such Swing Line Advance) may be modified from the terms and conditions provided herein upon mutual agreement of the Borrower and such Swing Line Bank. Within the limits of the Swing Line Facility and within the limits referred to in the first sentence of this subsection (fSection 2.01(b), a Revolving Credit the Borrower may borrow under this Section 2.01(f2.01(b), repay pursuant to Section 2.04(d2.04(b) or prepay pursuant to Section 2.06(a) 2.09 and reborrow under this Section 2.01(f2.01(b). Immediately upon ." Section 2.02 is amended by adding a new subsection (f) at the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal end thereof to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.read as follows:

The Swing Line Advances. The Swing Line Lender severally agrees Bank agrees, on the terms and conditions hereinafter set forth and in reliance on the agreements of the other Lenders set forth in Section 2.02(b), to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Initial Funding Date until the Business Day immediately preceding the Termination Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (ix) the Swing Line Facility at such time and (iiy) the Swing Line LenderBank’s Swing Line Commitment at such time; provided, however, that no time and (ii) in an amount for each such Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; providedprovided that the Borrower, further, the Administrative Agent and the Lenders acknowledge and agree that certain Swing Line Advances and payments under the Swing Line Lender Facility may be made pursuant to separate overdraft arrangements which (x) are made among the Borrower, the Swing Line Bank and the Administrative Agent, (y) may be inconsistent with the provisions of this Section 2.01(d), Section 2.02(b) and Section 2.04(e) and (z) shall not be obligated to make affect the obligations of the Revolving Credit Lenders under Section 2.02(b) in respect of such or any other Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceAdvances. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 1,000,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 1,000,000 in excess thereofthereof and shall be made as a Base Rate Advance and cannot be Converted into a Eurodollar Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(d), repay pursuant to Section 2.04(d2.04(e) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(d). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed todeemed, without further action by any party hereto, to and hereby absolutely, irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank for its own account and risk a risk participation in such Swing Line Advance in an amount for each Revolving Credit Lender equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The (i) Each Swing Line Lender Bank severally agrees agrees, on the terms and subject to the conditions hereinafter set forth forth, to make, in its sole discretion, make one or more Base Rate Advances (such advances made pursuant to this Section 2.01(b) being the "Swing Line Advances in Dollars or in a Committed Currency Advances") to the Revolving Credit Borrowers from time to time on any Business Day during the period from the Closing Date until date hereof to but excluding the Revolving Credit Facility Termination Date (or, if earlier with respect to either Borrower, the date on which the obligations of the Lenders to make Advances to such Borrower are terminated pursuant to Article VI) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding not in excess of the lesser amount of (i) the such Swing Line Facility at such time and (ii) the Swing Line Lender’s Bank's Swing Line Commitment at such time; providedPROVIDED, howeverHOWEVER, that no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at immediately after giving effect to each such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars , the Facility Usage shall be a Base Rate Advancenot exceed the Facility; PROVIDED FURTHER, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No HOWEVER, that (A) each Swing Line Advance shall be used for deemed to utilize the purpose Commitment of funding each Lender by such Lender's pro rata portion (based on the payment Commitments of principal the Lenders) of any other the amount of such Swing Line Advance. Each ; (B) the aggregate amount of Swing Line Advances of each Swing Line Bank at any time outstanding, when added to the aggregate amount of Revolving Credit Advances of such Swing Line Bank then outstanding, may not exceed the Commitment of such Swing Line Bank; (C) each Swing Line Borrowing shall be in an amount of at least $500,000 (for Swing Line Advances denominated 25,000,000 and shall be in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,0005,000,000; and (D) each Swing Line Advance shall mature and be repaid on the fifth Business Day after the date of such Swing Line Borrowing. In no event may Swing Line Advances be borrowed hereunder if (x) the Administrative Agent shall have received notice from the Majority Lenders specifying that a Default or Event of Default shall have occurred and be continuing, £100,000 (y) such Default or €100,000Event of Default shall not have been subsequently cured or waived and (z) any other applicable condition precedent set forth in Article III has not been fulfilled or waived in accordance with the terms thereof. All Swing Line Advances shall at all times be Base Rate Advances and may not be converted to Advances of a different type. Swing Line Advances shall be made by the Swing Line Banks pro rata in accordance with the relative amounts of their Swing Line Commitments which, respectively in excess thereofafter giving effect to the foregoing provisions of this Section 2.01(b)(i), are available for the making of Swing Line Advances. Within the limits and subject to the conditions of the Swing Line Facility foregoing, each Borrower may, prior to the earlier of the Termination Date and within the limits referred date on which the obligations of the Lenders to in the first sentence of this subsection (f)make Advances to such Borrower are terminated pursuant to Article VI, a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(b), repay pursuant to Section 2.04(d2.06(b) or prepay pursuant to Section 2.06(a) 2.10 and reborrow under this Section 2.01(f2.01(b). Immediately upon . (ii) Notwithstanding the making occurrence of a any Default or Event of Default or noncompliance with the conditions precedent set forth in Article III or the minimum borrowing amounts specified in Section 2.01, if any Swing Line AdvanceAdvances shall remain outstanding at 10:00 a.m., each New York City time, on the fourth Business Day following the borrowing date thereof and if by such time on such fourth Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the applicable Borrower pursuant to Section 2.02 requesting that Revolving Credit Lender Advances be made pursuant to Section 2.01(a) on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Advances nor (ii) any other notice satisfactory to the Administrative Agent indicating the applicable Borrower's intent to repay all such Swing Line Advances on or before the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have received a notice from the Swing Line Lender such Borrower pursuant to Section 2.02 requesting that a risk participation in Revolving Credit Borrowing of Base Rate Advances be made pursuant to Section 2.01(a) on such Swing Line Advance immediately succeeding Business Day in an amount equal to the product of such Lender’s Pro Rata Share times the principal aggregate amount of such Swing Line AdvanceAdvances, and the procedures set forth in Section 2.02 shall be followed in making such Base Rate Advances, provided that the proceeds of such Base Rate Advances received by the Administrative Agent shall be immediately delivered to the Swing Line Banks and applied to the direct repayment of such Swing Line Advances. Effective on the day such Base Rate Advances are made, the portion of the Swing Line Advances so paid shall no longer be outstanding as Swing Line Advances and shall be outstanding as Revolving Credit Advances of the Lenders. On the day such Revolving Credit Borrowing is made, each Swing Line Bank's proportionate share of such Revolving Credit Advances shall be deemed to be funded from its Swing Line Advances being refunded. Each Borrower authorizes the Administrative Agent and each of the Swing Line Banks to charge such Borrower's accounts with the Administrative Agent or such Swing Line Bank (up to the amount available in each such account) in order to immediately pay the amount of such Swing Line Advances to the extent amounts received from the Lenders are not sufficient to repay in full such Swing Line Advances. If any portion of any such amount paid (or deemed paid) to a Swing Line Bank should be recovered by or on behalf of such Borrower from such Swing Line Bank in the event of the bankruptcy or reorganization of such Borrower or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in the manner contemplated by Section 2.15. (iii) If, for any reason (including without limitation, the occurrence of an event described in Section 6.01(e)), Base Rate Advances may not be, or are not, made pursuant to subparagraph (b)(ii) of this Section to repay Swing Line Advances as required by such subparagraph, effective on the date such Base Rate Advances would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swing Line Advances ("Unrefunded Swing Line Advances") in an amount equal to the amount of Base Rate Advances which would otherwise have been made by such Lender pursuant to subparagraph (b)(ii) of this Section. Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Banks, pro rata in accordance with the amount of their Swing Line Advances, to such extent as will reduce the amount of the participating interest retained by each such Swing Line Bank in its Swing Line Advances to the amount of the Base Rate Advances which were to have been made by each such Swing Line Bank pursuant to subparagraph (b)(ii) of this Section. Each Lender purchasing a participating interest in Swing Line Advances under this Section 2.01(b)(iii) shall have the same rights as a Lender under this Agreement. In the event any Lender fails to make available to a Swing Line Bank the amount of such Lender's participation as provided in this subparagraph (b)(iii), such Swing Line Bank shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Swing Line Bank for correction of errors among banks for one Business Day and thereafter at the Base Rate then in effect. (iv) Each Lender's obligation to make Revolving Credit Advances pursuant to subparagraph (b)(ii) of this Section and to purchase participating interests pursuant to subparagraph (b)(iii) of this Section shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or either Borrower may have against a Swing Line Bank, a Borrower, or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of either Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by either Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.16. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f)2.16, repay pursuant to prepay under Section 2.04(d) or prepay pursuant to Section 2.06(a) 2.07, and reborrow under this Section 2.01(f)2.16. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times of such Swing Line Advance. (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 11:00 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by email, confirmed promptly by telephone or by telecopier and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account with the Sub-Agent to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Pro Rata Share of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Administrative Agent in respect of such amount, plus any administrative, processing or similar fees customarily charge by the Administrative Agent in connection with the foregoing. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender.

The Swing Line Advances. (i) The Swing Line Lender severally Bank agrees on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date (A) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and (ii) the Swing Line LenderBank’s Swing Line Commitment at such time; provided, however, that no time and (B) in an amount for each such Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 5,000,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 1,000,000 in excess thereofthereof and shall be made as a Base Rate Advance or shall bear interest at a rate otherwise mutually agreed upon between the Borrower and the Swing Line Bank. Within the limits of the Swing Line Facility and within the limits referred to in clause (B) above, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(b), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a2.04(b) and reborrow under this Section 2.01(f2.01(b). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance. (ii) Notwithstanding anything to the contrary contained in this Section 2.01(b) or elsewhere in this Agreement, no Swing Line Bank shall be obligated to make any Swing Line Advance at a time when any Lender is a Defaulting Lender unless such Swing Line Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Swing Line Bank’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Advances, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Advances.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount applicable to such Swing Line Lender to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.16. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f)2.16, repay pursuant to prepay under Section 2.04(d) or prepay pursuant to Section 2.06(a) 2.07, and reborrow under this Section 2.01(f)2.16. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times of such Swing Line Advance. (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 11:00 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by email, confirmed promptly by telephone or by telecopier and such notice shall specify therein (A) the requested date of such Swing Line AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account with the Sub-Agent to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Pro Rata Share of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Administrative Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Administrative Agent in respect of such amount, plus any administrative, processing or similar fees customarily charge by the Administrative Agent in connection with the foregoing. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.16. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f)2.16, repay pursuant to prepay under Section 2.04(d) or prepay pursuant to Section 2.06(a) 2.07, and reborrow under this Section 2.01(f)2.16. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times of such Swing Line Advance. (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 11:00 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by email, confirmed promptly by telephone or by telecopier and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account with the Sub-Agent to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. 364-DAY CREDIT AGREEMENT (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Pro Rata Share of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Administrative Agent in respect of such amount, plus any administrative, processing or similar fees customarily charge by the Administrative Agent in connection with the foregoing. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender. 364-DAY CREDIT AGREEMENT

The Swing Line Advances. The Borrower may request the Swing Line Lender severally agrees Bank to make, and the Swing Line Bank may, if in its sole discretion it elects to do so, make on the terms and conditions hereinafter set forth to make, in its sole discretionforth, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Date date hereof until the Revolving Credit Facility Working Capital Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding $10,000,000 (the lesser of (i) the "Swing Line Facility at such time Facility") and (ii) the Swing Line Lender’s Swing Line Commitment at in an amount for each such time; provided, however, that no Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time; providedprovided that the Borrower, further, the Administrative Agent and the Lenders acknowledge that certain Swing Line Advances and payments under the Swing Line Lender Facility may be made pursuant to separate arrangements made between the Borrower, the Swing Line Bank and the Administrative Agent which are inconsistent with the provisions of this Section 2.01(f), Section 2.02(f) and Section 2.04(f) and that such alternate arrangements shall not be obligated to make any affect the obligations of the Working Capital Lenders under Section 2.02(f), provided further, however, that in no event shall the aggregate principal amount of Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceAdvances outstanding at any time exceed $10,000,000. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofthereof and shall be made as a Base Rate Advance, unless otherwise agreed to with the Administrative Agent, provided, however, that in no event shall the amount of Swing Line Advances outstanding at any time exceed $5,000,000 for three consecutive business days. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, so long as the first sentence of this subsection (f)Swing Line Bank, a Revolving Credit in its sole discretion, elects to make Swing Line Advances, the Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d2.04(f) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon At any time that the making sum of a the aggregate outstanding amount of all Working Capital Advances and all Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit outstanding at such time exceeds $90,000,000, no Swing Line Advance, each Revolving Credit Lender Advances shall be deemed tomade until such time as (x) the sum of the aggregate outstanding amount of all Working Capital Advances and Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit outstanding at such time shall be equal to or less than $90,000,000, and hereby irrevocably and unconditionally agrees to, purchase from (y) the Borrower shall have requested in writing to the Swing Line Lender Bank (with a risk participation in such copy to the Administrative Agent) that the Swing Line Advance in an amount equal to Facility be reactivated and (z) the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line AdvanceBank shall have determined, in its sole discretion, to recommence making Swing Line Advances." Section 2.02 is amended as follows:

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount applicable to such Swing Line Lender to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.20. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f2.20, prepay Swing Line Advances under Section 2.10 or repay Swing Line Advances under Section 2.06(a), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f)2.20. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times ratable share of such Swing Line Advance. (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 9:30 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by e-mail and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s ratable portion of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of such Swing Line Lender, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Agent, to purchase its ratable portion of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire by assignment Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Xxxxxx agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Agent in respect of such amount, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Lender shall pay to the Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender. (f) Unless the Sub-Agent shall have received notice from a Swing Line Lender prior to the time of any Swing Line Borrowing that such Swing Line Lender will not make available to the Sub-Agent such Swing Line Lender’s ratable share of such Swing Line Borrowing, the Sub-Agent may assume that such Swing Line Lender has made such portion available to the Sub-Agent on the date of such Swing Line Borrowing in accordance with subsection (a) of this Section 2.20 and the Sub-Agent may, in reliance upon such assumption, make available to the Borrower requesting such Swing Line Borrowing on such date, a corresponding amount. If and to the extent that such Swing Line Lender shall not have so made such ratable portion available to the Sub-Agent, such Swing Line Lender and such Borrower severally agree to repay to the Sub-Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Sub-Agent at (i) in the case of such Borrower, the interest rate applicable at the time to Swing Line Advances and (ii) in the case of such Swing Line Lender, the Overnight Rate. If such Swing Line Lender shall repay to the Sub-Agent such corresponding amount, such amount so repaid shall constitute such Swing Line Lender’s Swing Line Advance as part of such Swing Line Borrowing for purposes of this Agreement.

The Swing Line Advances. The (a) Each Swing Line Lender severally agrees Borrowing shall be made on notice in substantially the terms and conditions hereinafter set forth form of Exhibit 3.2 hereto (a "NOTICE OF SWING LINE BORROWING"), delivered by the Borrower to make, in its sole discretion, the Swing Line Advances in Dollars Bank and the Administrative Agent by hand, telecopier or in a Committed Currency to the Revolving Credit Borrowers from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Facility Termination Date in an aggregate amount telex not later than 2:00 P.M. (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined Charlotte, North Carolina time) on the date of delivery of the applicable proposed Swing Line Borrowing. Each Notice of Swing Line Borrowing) owing to Borrowing shall specify therein the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at date of such time and Borrowing, (ii) the amount of such Borrowing and (iii) the maturity of such Borrowing (which maturity shall be no later than the fifth day after the requested date of such Borrowing). Each Notice of Swing Line Lender’s Borrowing shall be irrevocable and binding on the Borrower. The Swing Line Bank will make the amount thereof available to the Administrative Agent at the Administrative Agent's Account, in same day funds. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VII, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. Each Swing Line Advance will reduce the Available Commitments of all Lenders pro rata as provided in the definition of "Available Commitments". Promptly after each Swing Line Borrowing, the Administrative Agent will notify each Lender of the amount of the Swing Line Borrowing, the amount by which such Lender's Available Commitment has been reduced, the date of the Swing Line Borrowing and the Interest Period with respect thereto. Swing Line Advances shall bear interest at such timethe Floating Eurodollar Rate and shall be a Floating Eurodollar Rate Advance; provided, however, that no if an Event of Default has occurred and is continuing, each Swing Line Borrowing Advance shall automatically on the date such Event of Default occurs bear interest at the Base Rate in effect on such date. (b) Terms relating to making of Swing Line Advances. (i) Notwithstanding anything in Section 3.2(a) above to the contrary: (A) The aggregate amount of Swing Line Advances outstanding at any time shall not exceed the aggregate 10% of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. ; (B) No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Advance; (C) At no time shall more than two different Swing Line Advance. Borrowings be outstanding hereunder at any time; and (D) Each Swing Line Borrowing hereunder shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within , or such lesser amount as shall be equal to the limits total amount of the Available Commitments on such date; and (ii) No more than one (1) Swing Line Borrowing may be made on the same Business Day. (c) Upon demand by the Swing Line Facility and within the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Bank with an outstanding Swing Line Advance, each Revolving Credit Lender shall be deemed to, Advance and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in so long as such Swing Line Advance shall bear interest at the Base Rate, each other Lender shall purchase from such Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Lender, such other Lender's Percentage of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Lending Office to the Administrative Agent for the account of such Swing Line Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the product sum of (A) the portion of the outstanding principal amount of such Lender’s Pro Rata Share times Swing Line Advance to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Swing Line Advance. Each Lender agrees to purchase its Percentage of an outstanding Swing Line Advance upon notice given not later than one Business Day prior to the Business Day of proposed purchase. Upon any such assignment by the Swing Line Bank to any other Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank, such amount so paid in respect of principal shall constitute a Swing Line Advance by such Lender for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount. (d) The Swing Line Bank may resign at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Swing Line Bank pursuant to this Section 3.2(d). Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Swing Line Bank, which shall be a Lender or an Eligible Assignee acceptable to the Borrower. If no successor Swing Line Bank shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Swing Line Advance's giving of notice of resignation, then the retiring Swing Line Bank may, on behalf of the Lenders, appoint a successor Swing Line Bank, which shall be Lender or an Eligible Assignee. Upon the acceptance of any appointment as Swing Line Bank hereunder by a successor Swing Line Bank, such successor Swing Line Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Swing Line Bank.

The Swing Line Advances. The Each Swing Line Lender severally agrees Bank agrees, on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances denominated in US Dollars (in the case of each Swing Line Bank) or Euro (in a Committed Currency the case of Citibank, N.A.) to the Revolving Credit Borrowers any Borrower from time to time on any Business Day during the period from the Closing Date date hereof until the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding $750,000,000 (the lesser of (i) the “Swing Line Facility at such time Facility”) and (ii) the in an amount (based in respect of any Swing Line Lender’s Advances to be denominated in Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for each such Advance not to exceed (unless waived by the Administrative Agent and the applicable Swing Line Bank) (x) the unused Swing Line Commitment at such time; provided, however, that no of the applicable Swing Line Borrowing shall exceed Bank, (y) the aggregate Unused Revolving Credit Commitment of the applicable Swing Line Bank (or its Affiliate) and (z) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at on such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceBusiness Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) 5,000,000 or €400,000 (for Swing Line Advances denominated in Euros) 5,000,000 as applicable, or an integral multiple of $100,000, £100,000 1,000,000 or €100,0001,000,000, respectively as applicable, in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of Borrowers may borrow under this subsection (fSection 2.1(e), a Revolving Credit prepay pursuant to Section 2.11 33 and reborrow under this Section 2.1(e), provided, that no Borrower shall use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Notwithstanding the foregoing, neither any Canadian Borrower nor any Australian Borrower may borrow under this Section 2.01(f2.1(e), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The Swing Line Lender severally agrees on Subject to the terms and conditions hereinafter set forth to makeof this Agreement, the Swing Line Bank may, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in respect of the Swing Line Facility (i) in an aggregate amount (based in respect of any for all Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility Bank’s Swing Line Commitment at such time and (ii) the Swing Line Lender’s Swing Line Commitment at in an amount for each such time; provided, however, that no Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 100,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofthereof and shall bear interest at the Base Rate plus the Applicable Percentage, or a rate mutually agreed by the Borrower and the Swing Line Bank. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d2.04(c) or prepay pursuant to Section 2.06(a) and reborrow re-borrow under this Section 2.01(f2.01(c). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount applicable to such Swing Line Lender to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.20. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f2.20, prepay Swing Line Advances under Section 2.10 or repay Swing Line Advances under Section 2.06(a), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f)2.20. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times ratable share of such Swing Line Advance. (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 9:30 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by e-mail and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s ratable portion of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of such Swing Line Lender, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Agent, to purchase its ratable portion of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire by assignment Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Lxxxxx agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Agent in respect of such amount, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Lender shall pay to the Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender. (f) Unless the Sub-Agent shall have received notice from a Swing Line Lender prior to the time of any Swing Line Borrowing that such Swing Line Lender will not make available to the Sub-Agent such Swing Line Lender’s ratable share of such Swing Line Borrowing, the Sub-Agent may assume that such Swing Line Lender has made such portion available to the Sub-Agent on the date of such Swing Line Borrowing in accordance with subsection (a) of this Section 2.20 and the Sub-Agent may, in reliance upon such assumption, make available to the Borrower requesting such Swing Line Borrowing on such date, a corresponding amount. If and to the extent that such Swing Line Lender shall not have so made such ratable portion available to the Sub-Agent, such Swing Line Lender and such Borrower severally agree to repay to the Sub-Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Sub-Agent at (i) in the case of such Borrower, the interest rate applicable at the time to Swing Line Advances and (ii) in the case of such Swing Line Lender, the Overnight Rate. If such Swing Line Lender shall repay to the Sub-Agent such corresponding amount, such amount so repaid shall constitute such Swing Line Lender’s Swing Line Advance as part of such Swing Line Borrowing for purposes of this Agreement.

The Swing Line Advances. The Each Swing Line Lender Bank severally agrees agrees, on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender which shall not to exceed at any time outstanding the lesser of (i) the amount set opposite such Swing Line Facility at such time and (ii) Bank's name on the signature pages hereof under the caption "Swing Line Lender’s Commitments" (such amount being such Swing Line Commitment at such timeBank's "Swing Line Commitment"); provided, however, that the aggregate amount of all Swing Line Advances outstanding at any time shall not exceed $127,500,000 (the "Swing Line Facility") and, provided further that no Swing Line Borrowing shall exceed be made if, following the aggregate making of such Swing Line Borrowing, either (i) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that shall be less than the aggregate unpaid principal amount of the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost Advances or (ii) the aggregate amount of Funds Advancethe Advances then outstanding would exceed the aggregate amount of the Revolving Credit Commitments of the Lenders. No Swing Line Advance shall be used for the purpose of funding 15 20 the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 100,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 10,000 in excess thereofthereof and shall be made, at the determination of the Borrower, either (i) as a Base Rate Advance, (ii) as a Swing Line Cost of Funds Advance or (iii) as an Advance bearing interest as the Borrower and the Applicable Swing Line Bank shall otherwise agree. The terms and conditions of the Swing Line Commitment of any Swing Line Bank and the Swing Line Advances made by any such Swing Line Bank (other than terms and conditions relating to the amount of the Swing Line Commitment, interest rate, tenor or term of any such Swing Line Advance) may be modified from the terms and conditions provided herein upon mutual agreement of the Borrower and such Swing Line Bank. Within the limits of the Swing Line Facility and within the limits referred to in this Section, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(b), repay pursuant to Section 2.04(d) 2.06 or prepay pursuant to Section 2.06(a) 2.11 and reborrow under this Section 2.01(f2.01(b). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The Swing Line Lender severally agrees on the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Facility Termination Date in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and (ii) the Swing Line Lender’s Swing Line Commitment at such time; provided, however, that no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in the first sentence of this subsection (f), a Revolving Credit the Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The Swing Line Lender severally agrees on the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Facility Termination Date in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Swing Line Facility at such time and (ii) the Swing Line Lender’s Swing Line Commitment at such time; provided, however, that no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in the first sentence of this subsection (fc), a Revolving Credit the Borrower may borrow under this Section 2.01(f2.01(d), repay pursuant to Section 2.04(d2.04(c) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(d). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount applicable to such Swing Line Lender to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.16. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f)2.16, repay pursuant to prepay under Section 2.04(d) or prepay pursuant to Section 2.06(a) 2.07, and reborrow under this Section 2.01(f)2.16. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times of such Swing Line Advance. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 11:00 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by email, confirmed promptly by telephone and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account with the Sub-Agent to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Pro Rata Share of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement or the Borrowers. If and to the extent that any Lender shall not have so made the AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT amount of such Swing Line Advance available to the Administrative Agent, such Xxxxxx agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Administrative Agent in respect of such amount, plus any administrative, processing or similar fees customarily charge by the Administrative Agent in connection with the foregoing. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender.

The Swing Line Advances. The Swing Line Lender severally Bank agrees on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (ix) the Swing Line Facility at such time and (iiy) the Swing Line LenderBank’s Swing Line Commitment at such time; provided, however, that no time and (ii) in an amount for each such Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; providedprovided that the Borrower, further, the Administrative Agent and the Lenders acknowledge and agree that certain Swing Line Advances and payments under the Swing Line Lender Facility may be made pursuant to separate overdraft arrangements which (x) are made among the Borrower, the Swing Line Bank and the Administrative Agent, (y) may be inconsistent with the provisions of this Section 2.01(c), Section 2.02(b) and Section 2.04(c) and (z) shall not be obligated to make affect the obligations of the Revolving Credit Lenders under Section 2.02(b) in respect of such or any other Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceAdvances. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 1,000,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 1,000,000 in excess thereofthereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(c). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount applicable to such Swing Line Lender to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.16. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f)2.16, repay pursuant to prepay under Section 2.04(d) or prepay pursuant to Section 2.06(a) 2.07, and reborrow under this Section 2.01(f)2.16. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times of such Swing Line Advance. (b) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 11:00 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by email, confirmed promptly by telephone or by telecopier and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account with the Sub-Agent AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Pro Rata Share of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Administrative Agent in respect of such amount, plus any administrative, processing or similar AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT fees customarily charge by the Administrative Agent in connection with the foregoing. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. (e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender.

The Swing Line Advances. The (i) Each Swing Line Lender Bank severally agrees agrees, on the terms and subject to the conditions hereinafter set forth forth, to make, in its sole discretion, make one or more Base Rate Advances (such advances made pursuant to this Section 2.01(b) being the “Swing Line Advances in Dollars or in a Committed Currency Advances”) to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Date until date hereof to but excluding the Revolving Credit Facility Termination Date (or, if earlier, the date on which the obligations of the Lenders to make Advances to the Borrower are terminated pursuant to Article VI) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding not in excess of the lesser amount of (i) the such Swing Line Facility at such time and (ii) the Swing Line LenderBank’s Swing Line Commitment at such time; provided, however, that no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at immediately after giving effect to each such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars , the Facility Usage shall be a Base Rate Advancenot exceed the Facility; provided further, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No however, that (A) each Swing Line Advance shall be used for deemed to utilize the purpose Commitment of funding each Lender by such Lender’s pro rata portion (based on the payment Commitments of principal the Lenders) of any other the amount of such Swing Line Advance. Each ; (B) the aggregate amount of Swing Line Advances of each Swing Line Bank at any time outstanding, when added to the aggregate amount of Revolving Credit Advances of such Swing Line Bank then outstanding, may not exceed the Commitment of such Swing Line Bank; (C) each Swing Line Borrowing shall be in an amount of at least $500,000 (for Swing Line Advances denominated 25,000,000 and shall be in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,0005,000,000; and (D) each Swing Line Advance shall mature and be repaid on the fifth Business Day after the date of such Swing Line Borrowing. In no event may Swing Line Advances be borrowed hereunder if (x) the Administrative Agent shall have received notice from the Majority Lenders specifying that a Default or Event of Default shall have occurred and be continuing, £100,000 (y) such Default or €100,000Event of Default shall not have been subsequently cured or waived and (z) any other applicable condition precedent set forth in Article III has not been fulfilled or waived in accordance with the terms thereof. All Swing Line Advances shall at all times be Base Rate Advances and may not be converted to Advances of a different type. Swing Line Advances shall be made by the Swing Line Banks pro rata in accordance with the relative amounts of their Swing Line Commitments which, respectively in excess thereofafter giving effect to the foregoing provisions of this Section 2.01(b)(i), are available for the making of Swing Line Advances. Within the limits and subject to the conditions of the Swing Line Facility foregoing, the Borrower may, prior to the earlier of the Termination Date and within the limits referred date on which the obligations of the Lenders to in make Advances to the first sentence of this subsection (f)Borrower are terminated pursuant to Article VI, a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(b), repay pursuant to Section 2.04(d2.06(b) or prepay pursuant to Section 2.06(a) 2.10 and reborrow under this Section 2.01(f2.01(b). Immediately upon . (ii) Notwithstanding the making occurrence of a any Default or Event of Default or noncompliance with the conditions precedent set forth in Article III or the minimum borrowing amounts specified in Section 2.01, if any Swing Line AdvanceAdvances shall remain outstanding at 10:00 a.m., each New York City time, on the fourth Business Day following the borrowing date thereof and if by such time on such fourth Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the Borrower pursuant to Section 2.02 requesting that Revolving Credit Lender Advances be made pursuant to Section 2.01(a) on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Advances nor (ii) any other notice satisfactory to the Administrative Agent indicating the Borrower’s intent to repay all such Swing Line Advances on or before the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have received a notice from the Swing Line Lender Borrower pursuant to Section 2.02 requesting that a risk participation in Revolving Credit Borrowing of Base Rate Advances be made pursuant to Section 2.01(a) on such Swing Line Advance immediately succeeding Business Day in an amount equal to the product of such Lender’s Pro Rata Share times the principal aggregate amount of such Swing Line AdvanceAdvances, and the procedures set forth in Section 2.02 shall be followed in making such Base Rate Advances, provided that the proceeds of such Base Rate Advances received by the Administrative Agent shall be immediately delivered to the Swing Line Banks and applied to the direct repayment of such Swing Line Advances. Effective on the day such Base Rate Advances are made, the portion of the Swing Line Advances so paid shall no longer be outstanding as Swing Line Advances and shall be outstanding as Revolving Credit Advances of the Lenders. On the day such Revolving Credit Borrowing is made, each Swing Line Bank’s proportionate share of such Revolving Credit Advances shall be deemed to be funded from its Swing Line Advances being refunded. The Borrower authorizes the Administrative Agent and each of the Swing Line Banks to charge the Borrower’s accounts with the Administrative Agent or such Swing Line Bank (up to the amount available in each such account) in order to immediately pay the amount of such Swing Line Advances to the extent amounts received from the Lenders are not sufficient to repay in full such Swing Line Advances. If any portion of any such amount paid (or deemed paid) to a Swing Line Bank should be recovered by or on behalf of the Borrower from such Swing Line Bank in the event of the bankruptcy or reorganization of the Borrower or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in the manner contemplated by Section 2.15. (iii) If, for any reason (including without limitation, the occurrence of an event described in Section 6.01(e)), Base Rate Advances may not be, or are not, made pursuant to subparagraph (b)(ii) of this Section to repay Swing Line Advances as required by such subparagraph, effective on the date such Base Rate Advances would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swing Line Advances (“Unrefunded Swing Line Advances”) in an amount equal to the amount of Base Rate Advances which would otherwise have been made by such Lender pursuant to subparagraph (b)(ii) of this Section. Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Banks, pro rata in accordance with the amount of their Swing Line Advances, to such extent as will reduce the amount of the participating interest retained by each such Swing Line Bank in its Swing Line Advances to the amount of the Base Rate Advances which were to have been made by each such Swing Line Bank pursuant to subparagraph (b)(ii) of this Section. Each Lender purchasing a participating interest in Swing Line Advances under this Section 2.01(b)(iii) shall have the same rights as a Lender under this Agreement. In the event any Lender fails to make available to a Swing Line Bank the amount of such Lender’s participation as provided in this subparagraph (b)(iii), such Swing Line Bank shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Swing Line Bank for correction of errors among banks for one Business Day and thereafter at the Base Rate then in effect. (iv) Each Lender’s obligation to make Revolving Credit Advances pursuant to subparagraph (b)(ii) of this Section and to purchase participating interests pursuant to subparagraph (b)(iii) of this Section shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against a Swing Line Bank, the Borrower, or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Advances. The (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees on to make a portion of the terms and conditions hereinafter set forth to make, in its sole discretion, Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers credit otherwise available from time to time to the Borrowers by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Effective Date until the Revolving Credit Facility Termination Date in an aggregate amount applicable to such Swing Line Lender to the Borrower requesting such extension of credit under subsection (based in respect b) of any this Section 2.16. Such Swing Line Advances to shall be denominated in a Committed Currency by reference to Euros and, in the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowingaggregate, shall not exceed (x) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (i) the for each Swing Line Facility at Lender (1) such time and (ii) the Swing Line Lender’s Swing Line Commitment at then in effect and (2) when aggregated to such time; provided, however, that no Swing Line Borrowing shall exceed Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Advances, the amount of the Swing Line Sublimit or (y) at the time of such Swing Line Advance, the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofLenders. Within the limits of foregoing limits, and subject to the Swing Line Facility other terms and within conditions hereof, the limits referred to in the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f)2.16, repay pursuant to prepay under Section 2.04(d) or prepay pursuant to Section 2.06(a) 2.07, and reborrow under this Section 2.01(f)2.16. Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times of such Swing Line Advance. (a) Each Swing Line Advance shall be made on notice to the Sub-Agent, given not later than 11:00 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance by email, confirmed promptly by telephone or by telecopier and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by such Borrower and (C) the requested account with the Sub-Agent to which the proceeds of the requested Swing Line Advance are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 1:00 P.M. (London time) on the date a Borrower has requested such Swing Line Advance. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Notice of Borrowing. (b) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Lender on the date of any Swing Line Borrowing. (c) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Pro Rata Share of an outstanding Swing Line Advance on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Advance, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Xxxxxx agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the higher of the Overnight Rate and the cost of funds incurred by the Administrative Agent in respect of such amount, plus any administrative, processing or similar fees customarily charge by the Administrative Agent in connection with the foregoing. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Lender shall be reduced by such amount on such Business Day. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (d) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender.

The Swing Line Advances. The Swing Line Lender severally agrees on Bank hereby agrees, subject to the terms and conditions hereinafter set forth of this Agreement, to make, in its sole discretion, make Swing Line Advances (i) in Dollars or to each US Borrower (each a “Dollar Swing Line Advance”) and (ii) in a Committed any Foreign Currency to the Revolving Credit Borrowers Foreign Borrower (each a “Foreign Currency Swing Line Advance”), from time to time on any Business Day during the period from the Closing Date Date, in the case of the US Borrowers, and from the Acquisition Date, in respect of the Foreign Borrower, until the Revolving Credit Facility Termination Date Date, in an aggregate amount (based based, in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to Foreign Currency, or the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of of: (i) $10,000,000 (the “Swing Line Facility at such time Facility”) and (ii) the Swing Line Lender’s Swing Line Commitment at such time; provided, however, that no Swing Line Borrowing shall exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds Advance. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) or an integral multiple of $100,000, £100,000 or €100,000, respectively in excess thereofthereof (or the Equivalent thereof in any Foreign Currency determined on the date of delivery of the applicable Notice of Swing Line Borrowing). Each Dollar Swing Line Advance shall be made as a Base Rate Advance and each Foreign Currency Swing Line Advance shall be made as a LIBOR Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of this subsection (f), a Revolving Credit Borrower Borrowers may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d2.04(c) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(c). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.

The Swing Line Advances. The Swing Line Lender severally Bank agrees on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances in Dollars or in a Committed Currency to the Revolving Credit Borrowers Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding the lesser of (ix) the Swing Line Facility at such time and (iiy) the Swing Line LenderBank’s Swing Line Commitment at such time; provided, however, that no time and (ii) in an amount for each such Swing Line Borrowing shall not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; providedprovided that the Borrower, further, the Administrative Agent and the Lenders acknowledge and agree that certain Swing Line Advances and payments under the Swing Line Lender Facility may be made pursuant to separate overdraft arrangements which (x) are made among the Borrower, the Swing Line Bank and the Administrative Agent, (y) may be inconsistent with the provisions of this Section 2.01(c), Section 2.02(b) and Section 2.04(c) and (z) shall not be obligated to make affect the obligations of the Revolving Credit Lenders under Section 2.02(b) in respect of such or any other Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceAdvances. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) or €400,000 (for Swing Line Advances denominated in Euros) 1,000,000 or an integral multiple of $100,000, £100,000 or €100,000, respectively 1,000,000 in excess thereofthereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of this subsection (f), a Revolving Credit Borrower may borrow under this Section 2.01(f2.01(c), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.01(c). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance. At any time that the sum of the aggregate outstanding amount of all Revolving Credit Advances and all Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit outstanding at such time exceeds $25,000,000, the Administrative Agent will give notice to the Swing Line Bank, and no Swing Line Advances shall be made until such time as (x) the sum of the aggregate outstanding amount of all Revolving Credit Advances and Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit outstanding at such time shall be equal to or less than $25,000,000, (y) the Borrower shall have requested in writing to the Swing Line Bank (with a copy to the Administrative Agent) that the Swing Line Facility be reactivated and (z) the Swing Line Bank shall have determined, in its sole discretion, to recommence making Swing Line Advances.

The Swing Line Advances. The Each Swing Line Lender severally agrees Bank agrees, on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances denominated in US Dollars (in the case of each Swing Line Bank) or Euro (in a Committed Currency the case of Citibank, N.A.) to the Revolving Credit Borrowers any Borrower from time to time on any Business Day during the period from the Closing Date date hereof until the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding $750,000,000 (the lesser of (i) the “Swing Line Facility at such time Facility”) and (ii) the in an amount (based in respect of any Swing Line Lender’s Advances to be denominated in Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for each such Advance not to exceed (unless waived by the Administrative Agent and the applicable Swing Line Bank) (x) the unused Swing Line Commitment at such time; provided, however, that no of the applicable Swing Line Borrowing shall exceed Bank, (y) the aggregate Unused Revolving Credit Commitment of the applicable Swing Line Bank (or its Affiliate) and (z) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at on such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceBusiness Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) 5,000,000 or €400,000 (for Swing Line Advances denominated in Euros) 5,000,000 as applicable, or an integral multiple of $100,000, £100,000 1,000,000 or €100,0001,000,000, respectively as applicable, in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of Borrowers may borrow under this subsection (fSection 2.01(e), a Revolving Credit prepay pursuant to Section 2.11 and reborrow under this Section 2.1(e), provided, that no Borrower shall use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Notwithstanding the foregoing, neither any Canadian Borrower nor any Australian Borrower may borrow under this Section 2.01(f), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f2.1(e). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.(f)

The Swing Line Advances. The Each Swing Line Lender severally agrees Bank agrees, on the terms and conditions hereinafter set forth forth, to make, in its sole discretion, make Swing Line Advances denominated in US Dollars (in the case of each Swing Line Bank) or Euro (in a Committed Currency the case of Citibank, N.A.) to the Revolving Credit Borrowers any Borrower from time to time on any Business Day during the period from the Closing Date date hereof until the Revolving Credit Facility Termination Date (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in a Committed Currency Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) owing to the Swing Line Lender not to exceed at any time outstanding $750,000,000 (the lesser of (i) the “Swing Line Facility at such time Facility”) and (ii) the in an amount (based in respect of any Swing Line Lender’s Advances to be denominated in Euro by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for each such Advance not to exceed (unless waived by the Administrative Agent and the applicable Swing Line Bank) (x) the unused Swing Line Commitment at such time; provided, however, that no of the applicable Swing Line Borrowing shall exceed Bank, (y) the aggregate Unused Revolving Credit Commitment of the applicable Swing Line Bank (or its Affiliate) and (z) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at on such time; provided, further, that the Swing Line Lender shall not be obligated to make any Swing Line Advance. A Swing Line Advance denominated in Dollars shall be a Base Rate Advance, a Swing Line Advance denominated in Sterling shall be an Overnight Eurocurrency Rate Advance and a Swing Line Advance denominated in Euros shall be a Cost of Funds AdvanceBusiness Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $500,000 (for Swing Line Advances denominated in Dollars), £400,000 (for Swing Line Advances denominated in Sterling) 5,000,000 or €400,000 (for Swing Line Advances denominated in Euros) 5,000,000 as applicable, or an integral multiple of $100,000, £100,000 1,000,000 or €100,0001,000,000, respectively as applicable, in excess thereof. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the first sentence of Borrowers may borrow under this subsection (fSection 2.01(e), a Revolving Credit prepay pursuant to Section 2.11 and reborrow under this Section 2.1(e), provided, that no Borrower shall use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Notwithstanding the foregoing, neither any Canadian Borrower nor any Australian Borrower may borrow under this Section 2.01(f2.1(e), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(f). Immediately upon the making of a Swing Line Advance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Swing Line Advance.