Common use of The Advances Clause in Contracts

The Advances. (a) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 3-Year Tranche Advances made pursuant to this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed.

The Advances. (a) Subject to Sections 2.05 If a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender severally and 3.03not jointly agrees, and subject to and upon on the other terms and conditions hereinafter set forth forth, to advance same day funds denominated in this AgreementDollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3364-Year Day Tranche Lender severally agrees and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3364-Year Day Tranche Advance denominated in Dollars to the Company in Dollars Borrower on the Closing Date up in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an aggregate principal amount not exceeding equal to such Lender’s 3364-Year Tranche Commitment. The 3-Year Day Tranche Commitment immediately prior to the making of each 3such 364-Year Day Tranche Lender Advance. Each Lender’s 364-Day Tranche Commitment shall automatically expire terminate upon the making of the 364-Day Tranche Advances on the Closing Date after giving effect to the 3Date. 364-Year Day Tranche Advances made pursuant to borrowed under this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in of this Agreement, each 3-Year Tranche Lender severally agrees to including those in Article V, the Bank shall make a 3-Year Tranche Advance Advances (the “Working Capital Loan”) to the Company Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year Tranche to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on Within the Closing Date after giving effect foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the 3-Year Tranche Advances made pursuant to this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date)terms hereof. (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in of this Agreement, each 5-Year Tranche Lender severally agrees to including those in Article V, the Bank shall make a 5-Year Tranche an Advance (the “Equipment Loan”) to the Company in Dollars Borrower on the Closing Date up to date hereof in an aggregate principal amount not exceeding such Lender’s 5-Year Tranche to exceed the Equipment Loan Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, Borrower may not reborrow amounts repaid with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on such date)the Effective Date. (c) Except Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as provided for in Section 3.03, Real Estate Loans under the Existing Credit Agreement. Such Advances made under shall remain outstanding following the effectiveness of this Section 2.01 Agreement and paid or prepaid are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be reborrowedeither a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth (a) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance 1 Advances denominated in Dollars to the Company Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Tranche 1 Commitment immediately prior to the making of the Tranche 1 Advance, (b) to make Tranche 2 Advances denominated in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Tranche 2 Commitment immediately prior to the making of the Tranche 2 Advance, (c) to make Tranche 3 Advances denominated in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Tranche 3 Commitment immediately prior to the making of the Tranche 3 Advance and (d) to make Tranche 4 Advances denominated in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Tranche 4 Commitment immediately prior to the making of the Tranche 4 Advance. Each Borrowing shall be in an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall initially consist of Eurocurrency Rate Advances of the same Class made on the Closing Date up same day by the Lenders ratably according to an their respective relevant Commitments. Upon the making of any Advance by a Lender such Lender’s relevant Commitment will be permanently reduced by the aggregate principal amount not exceeding of such Lender’s 3-Year Tranche CommitmentAdvance. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 3-Year Tranche Borrower may prepay Advances made pursuant to this Section 2.01(a) on such date (but2.10, with respect to each such 3-Year Tranche Lender, only to the extent provided that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowedreborrowed once repaid.

The Advances. Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth (a) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance 1 Advances denominated in Sterling and/or Dollars to the Company Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Tranche 1 Commitment immediately prior to the making of the Tranche 1 Advance, (b) to make Tranche 2 Advances denominated in Sterling and/or Dollars to the Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Tranche 2 Commitment immediately prior to the making of the Tranche 2 Advance and (c) to make Tranche 3 Advances denominated in Sterling and/or Dollars to the Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Tranche 3 Commitment immediately prior to the making of the Tranche 3 Advance. Each Borrowing shall be in an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances of the same Type and Class made on the Closing Date up same day by the Lenders ratably according to an their respective relevant Commitments. Upon the making of any Advance by a Lender such Lender’s relevant Commitment will be permanently reduced by the Sterling Equivalent of the aggregate principal amount not exceeding of such Lender’s 3-Year Tranche CommitmentAdvance. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 3-Year Tranche Borrower may prepay Advances made pursuant to this Section 2.01(a) on such date (but2.10, with respect to each such 3-Year Tranche Lender, only to the extent provided that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowedreborrowed once repaid.

The Advances. (a) Subject to Sections 2.05 Each Lender severally and 3.03not jointly agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance Bridge Advances to the Company Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding Commitment immediately prior to the making of the Bridge Advance. Each Bridge Advance shall be funded in Sterling in an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances of the same Type made simultaneously the same day by the Lenders ratably according to their relevant respective Commitments. All such Bridge Advances shall be denominated in Dollars on the Closing Date up to in an aggregate principal amount not exceeding equal to the Dollar Equivalent of the Advances funded on such date, determined on such date. Upon the making of any Advance by a Lender such Lender’s 3-Year Tranche CommitmentCommitment will be permanently reduced by the aggregate principal amount (as funded in Sterling) of such Advance. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 3-Year Tranche Borrower may prepay Advances made pursuant to this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent 2.10; provided that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date)may not be reborrowed once repaid. (b) Subject to Sections 2.05 Each of the Borrower and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make that if the Bridge Advances have not been repaid in full either (i) on a 5Demand Failure Date in connection with a Closing Date Securities Demand or a Post-Year Tranche Advance Closing Securities Demand or (ii) by the time specified for payment in Section 2.13(a) on the Bridge Facility Maturity Date, then the outstanding principal amount of each Lender’s Bridge Advances shall, on such Demand Failure Date or the time specified for payment on the Bridge Facility Maturity Date, as applicable, automatically be converted into an advance (individually, an “Extended Advance” and, collectively, the “Extended Advances”) to the Company Borrower on such Demand Failure Date or the Bridge Facility Maturity Date, as applicable, in Dollars on the Closing Date up to an aggregate principal amount not exceeding equal to the then outstanding principal amount of such Lender’s 5-Year Tranche CommitmentBridge Advances (collectively, the “Rollover Conversion”). The 5-Year Tranche Commitment It is understood and agreed that the Bridge Advances that are converted into Extended Advances constitute the same Indebtedness as such Bridge Advances so converted and that no novation shall be effected by any such conversion. Upon such Rollover Conversion (or, if later, immediately following the end of each 5-Year Tranche Lender the Certain Funds Period), the Conversion Fee shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date)be due and payable. (c) Except Upon conversion of the Bridge Advances into Extended Advances, the Administrative Agent and each Lender shall cancel on its records or in the Register, as provided for applicable, a principal amount of the Bridge Advances held by such Lender corresponding to the principal amount of Extended Advances issued by such Lender, which corresponding principal amount of Bridge Advances shall be satisfied by the conversion of such Bridge Advances into Extended Advances in accordance with Section 3.03, 2.01(b). Amounts repaid in respect of Extended Advances made under this Section 2.01 and paid or prepaid may not be reborrowed. (d) Notwithstanding anything to the contrary contained in this Agreement, upon and after the Rollover Conversion, the Extended Advances shall be governed by the terms of this Agreement upon the same terms as the Bridge Advances (including, for the avoidance of doubt, Section 3.04), except that (i) the Extended Advances shall mature on the Extended Advance Maturity Date, (ii) the Extended Advances shall bear interest at a rate per annum equal to the Total Cap as in effect from time to time and determined in accordance with Section 2.08(a) and (iii) the covenants that would have been applicable to the Demand Securities, had they been issued, will be applicable to the Extended Advances in lieu of the corresponding provisions herein. Each of the Borrower and the Administrative Agent shall use its reasonable best efforts to enter into an amendment (the “Rollover Amendment”) reflecting the foregoing on or before the date of such Rollover Conversion.

The Advances. (a1) Subject to Sections 2.05 Each applicable Lender severally and 3.03not jointly agrees, and subject to and upon in accordance with the other terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances to the Borrowers from time to time on any Business Day prior to the Maturity Date. The Swingline Lender agrees, in accordance with the terms and conditions of this Agreement, to make Swingline Advances (on a same day basis) to the Borrowers from time to time on any Business Day prior to the Maturity Date. (2) Each Borrowing under the Credit Facility shall consist of Advances made to the applicable Borrower on the same day by the applicable Lenders in accordance with each applicable Lender’s relevant rateable portion. Each requested Advance shall be in at least the minimum aggregate amount and in an integral multiple of the amount set forth in this Agreement, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 3-Year Tranche Advances made pursuant to this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date)Schedule 5. (b3) Subject The Swingline Lender may, in its sole discretion, give notice to Sections 2.05 and 3.03the Agent who shall forthwith notify the Lenders that the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and subject to and (z) upon the other terms occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in the Accommodations Outstanding under the Credit Facility and conditions set forth the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in ARTICLE 7 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrower shall cause each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Swingline Advance to the Company be repaid in Dollars full on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment last Business Day of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date)calendar week. (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed.

The Advances. (a) Subject to Sections 2.05 and 3.03Each Revolving Lender severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Closing Date until the Maturity Date up to the full amount of such Revolving Lender’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not exceed at any time the aggregate amount of the Revolving CHAR2\1701593v10 Commitments of the Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. The Borrowers may borrow under this Section 2.01(a) subject to limitation set forth in this AgreementSection 2.01(a), each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 3-Year Tranche Advances made prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03Each Term Loan Lender severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance up to two Term Loan Advances to ROC from time to time on any Business Day during the Term Loan Availability Period up to the Company in Dollars on full amount of such Term Loan Lender’s Term Loan Commitment hereunder; provided that (i) the Closing Date up to an aggregate amount of such Term Loan Advances made by such Term Loan Lender at any time outstanding shall not exceed such Term Loan Lender’s Term Loan Commitment, and (ii) the sum of the aggregate outstanding principal amount of the Term Loan Advances made by all Term Loan Lenders shall not exceeding such Lender’s 5-Year Tranche Commitmentexceed at any time the aggregate amount of the Term Loan Commitments of the Term Loan Lenders. Each Term Loan Advance shall be in a minimum aggregate amount of $100,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be made by the Term Loan Lenders ratably according to their respective Term Loan Commitments. The 5-Year Tranche Commitment of each 5-Year Tranche Lender Term Loan Commitments are not revolving commitments, and ROC shall automatically expire on not have the Closing Date after giving effect right to the 5-Year Tranche Advances made pursuant to repay and reborrow under this Section 2.01(b) on ). Upon the funding of a Term Loan Advance, the Term Loan Commitment of such date (butTerm Loan Lender shall be reduced by the amount of such Term Loan Advance. In addition, with respect at the close of the Term Loan Availability Period, the Term Loan Commitments shall terminate whether or not drawn prior to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date. It is understood and agreed that ROC shall be the only Borrower for purposes of this Section 2.01(b). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed.

The Advances. (a) Subject to Sections 2.05 and 3.03On the Second Amendment Effective Date, and subject to in accordance with and upon the other terms and conditions set forth in this Agreement, (i) the Commitment under the Existing Revolving Facility (the “Existing Commitments”) of each 3-Year Existing Bank that does not agree to extend the maturity of its Existing Commitment shall continue hereunder but shall be referred to as a Tranche Lender A Commitment, (ii) the Existing Commitment of each Existing Bank that agrees to extend the maturity of its Existing Commitment shall continue hereunder and be reclassified as a Tranche A-1 Commitment and (iii) the commitments of each Bank party hereto that is not an Existing Bank prior to the Second Amendment Effective Date (each, an “Additional Bank”) shall constitute Tranche A-1 Commitments;(b) Each Tranche A Bank, severally and for itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make a 3-Year Tranche Advance A Advances to the Company Borrower from time to time, on any Business Day during the Tranche A Availability Period, in Dollars an aggregate amount outstanding not to exceed at any time such Bank’s Tranche A Commitment. Each Borrowing of Tranche A Advances shall be in an aggregate amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Tranche A Advances of the same Type made to the Borrower on the Closing Date up same day by the Tranche A Banks ratably according to an aggregate principal amount not exceeding such Lender’s 3-Year their respective Tranche CommitmentA Commitments and in the case of Tranche A Advances that are Eurodollar Rate Advances, having the same Interest Period. The 3-Year Tranche Commitment Within the limits of each 3-Year Bank’s Tranche Lender shall automatically expire on A Commitment, the Closing Date after giving effect to the 3-Year Tranche Advances made Borrower may borrow, prepay pursuant to this Section 2.01(a2.06(b) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date)and reborrow. (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed.

The Advances. 24 (a) Subject to Sections 2.05 and 3.03(%4) Each Initial Lender with a Tranche A1 Commitment severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche A1 Advance denominated in U.S. Dollars to the Company in Dollars Borrower on the Closing Funding Date up in a principal amount not to exceed its Tranche A1 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A1 Advances, which shall be made on the Funding Date. The Tranche A1 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02. (i) Each Initial Lender with a Tranche A2 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A2 Advance denominated in U.S. Dollars to the Borrower on the Funding Date in an aggregate principal amount not exceeding such Lender’s 3-Year to exceed its Tranche CommitmentA2 Commitment on the Funding Date. The 3-Year Borrower may make only one borrowing of the full amount of the Tranche Commitment of each 3-Year Tranche Lender A2 Advances, which shall automatically expire be made on the Closing Date after giving effect Funding Date. The Tranche A2 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Borrower and notified to the 3-Year Tranche Advances made pursuant to this Administrative Agent in accordance with Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date)2.02. (bii) Subject to Sections 2.05 and 3.03Each Initial Lender with a Tranche A3 Commitment severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche A3 Advance denominated in Euros to the Company in Dollars Borrower on the Closing Funding Date up to in an aggregate principal amount not exceeding such Lender’s 5-Year to exceed the Equivalent in Euros, determined as of the date that is three Business Days prior to the Funding Date, of its Tranche CommitmentA3 Commitment on the Funding Date. The 5-Year Borrower may make only one borrowing of the full amount of the Tranche Commitment of each 5-Year Tranche Lender A3 Advances, which shall automatically expire be made on the Closing Date after giving effect to the 5-Year Funding Date. The Tranche A3 Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, may only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date)consist of Eurocurrency Rate Advances. (ciii) Except as provided for in Section 3.03, Advances made Any amount borrowed under this Section 2.01 2.01(a) and paid subsequently repaid or prepaid may not be reborrowed. The Tranche A1 Commitments of each Tranche A1 Lender, the Tranche A2 Commitments of each Tranche A2 Lender and the Tranche A3 Commitments of each Tranche A3 Lender shall terminate immediately and without further action on the Funding Date, after giving effect to the funding of such Lender’s Tranche A1 Commitment, Tranche A2 Commitment and Tranche A3 Commitment, as applicable, on such date (regardless of whether the full amount thereof is requested by the Borrower).

The Advances. (a) Subject to Sections 2.05 and 3.03Each Lender severally agrees, and subject to and upon on the other terms and conditions set forth of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances under the applicable Credit Facility to the Borrowers from time to time on any Business Day prior to the 5 Year Maturity Date of such Lender in the case of a 5 Year Lender and prior to the 2 Year Maturity Date of such Lender in the case of a 2 Year Lender. Each 5 Year Swingline Lender agrees, on the terms and conditions of this Agreement, each 3-Year Tranche Lender severally agrees to make Swingline Advances consisting of Canadian Prime Rate Advances and Base Rate (Canada) Advances (on a 3-Year Tranche Advance same day basis) to the Company in Dollars Borrowers from time to time on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect any Business Day prior to the 3-5 Year Tranche Advances made pursuant to this Section 2.01(a) on such date (but, with Maturity Date in respect to each such 3-of a 5 Year Tranche Swingline Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 Section 1.7, each Borrowing (other than a Swingline Advance by way of overdraft) shall consist of the same Types of Advances made to a Borrower on the same day by the relevant Lenders in accordance with each such Lender’s rateable portion. Each requested Advance shall be in the minimum aggregate amount and 3.03, and subject to and upon in an integral multiple of the other terms and conditions amount set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date)Schedule 6. (c) Except as Each Borrower shall repay each outstanding Swingline Advance within five (5) Business Days of the date such Swingline Advance was made available to the applicable Borrower from the proceeds of an Accommodation under the 5 Year Facility which is not a Swingline Advance. Upon receipt of a notice from the Administrative Agent that an Event of Default has occurred and is continuing, the Administrative Agent shall forthwith notify the 5 Year Lenders that the principal amount of its outstanding Swingline Advances shall be funded with a Borrowing under the 5 Year Facility (provided that such notice shall be deemed to have been given (y) on the latest 5 Year Maturity Date in respect of the 5 Year Lenders if the applicable Borrower shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default), in which case Advances (each such Borrowing, a “Mandatory 5 Year Borrowing”) shall be made on the next Business Day by all 5 Year Lenders so that immediately after the Mandatory 5 Year Borrowing, each 5 Year Lender shall share rateably in the Accommodations Outstanding under the 5 Year Facility and the proceeds of such Mandatory 5 Year Borrowing shall be applied directly by the Administrative Agent to repay Swingline Advances outstanding to the 5 Year Swingline Lenders. Each Lender shall make Advances pursuant to a Mandatory 5 Year Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding: (i) that the amount of the Mandatory 5 Year Borrowing may not comply with the minimum amount for in Section 3.03, Advances made Borrowings otherwise required under this Section 2.01 and paid or prepaid may Agreement; (ii) that the conditions specified in Article 6 are not be reborrowedsatisfied; (iii) that an Event of Default is continuing; (iv) the date of such Mandatory 5 Year Borrowing; and (v) any reduction in the Commitment under the 5 Year Facility after any Advance was made by the applicable 5 Year Swingline Lenders.

The Advances. (a) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreementherein, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance loan in Dollars to Borrower on each Funding Date in an amount equal to the Company in Dollars on the Closing Requested Amount for such Funding Date multiplied by such Lender’s Applicable Percentage (up to an aggregate principal amount not exceeding equal to the amount of such Lender’s 3-Year Tranche CommitmentCommitment as set forth on Schedule I hereto) (any such loan, an “Advance”). After Administrative Agent’s receipt of such funds on the relevant Funding Date, and upon fulfillment of the conditions set forth in Article 4, Administrative Agent shall make such funds as it has received available to Borrower by depositing such funds into the Funding Account; provided that Administrative Agent shall, at Borrower’s request, net any Advance due to Borrower against any amount payable hereunder in accordance with each Lender’s respective Applicable Percentage. The 3Commitments shall be permanently reduced on a dollar-Year Tranche Commitment for-dollar basis by the aggregate amount of each 3-Year Tranche Lender Advances made on any Funding Date. Any remaining Commitments shall automatically expire terminate on the earliest of (i) the Drawdown End Date, (ii) the occurrence of the Tranche 2 Closing Date after giving effect to (as defined in the 3-Year Tranche Advances made pursuant to this Share Purchase Agreement) and (iii) the termination of the Share Purchase Agreement. Borrower may, at any time, terminate all or any part of the Commitments by notifying the Administrative Agent in writing and making any payments required under Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date2.04(a). (b) Subject Any Advance or any portion thereof, once prepaid or repaid, may not be reborrowed. (c) At least two Business Days prior to Sections 2.05 and 3.03each Funding Date, Borrower shall so notify Administrative Agent in writing in substantially the form of Exhibit I (a “Borrowing Notice”), and subject such Borrowing Notice shall include the total amount to and upon be drawn on such Funding Date (the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance “Requested Amount”); provided that (x) with respect to the Company in Dollars on First Funding Date, the Closing Date up Requested Amount must be less than or equal to the Maximum Aggregate Commitment Amount, (y) with respect to the Second Funding Date, the Requested Amount must be less than or equal to the excess of the Maximum Aggregate Commitment Amount over the aggregate amount of all Advances made with respect to the First Funding Date, and (z) with respect to any Funding Date, the Requested Amount must be less than or equal to an aggregate principal amount not that would result in (i) the LTV Ratio exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of the LTV Margin Call Level and (ii) if the LTV Ratio would exceed 50%, the LTPP Ratio exceeding 50%, in each 5-Year Tranche Lender shall automatically expire on the Closing Date case, after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on Advance of such date amount (but, with respect to each such 5-Year Tranche Lender, only to and the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such daterelated delivery of Collateral Shares). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed.

The Advances. (a) Subject to Sections 2.05 and 3.03On the Second Amendment Effective Date, and subject to in accordance with and upon the other terms and conditions set forth in this Agreement, (i) the Commitment under the Existing Revolving Facility (the “Existing Commitments”) of each 3-Year Existing Bank that does not agree to extend the maturity of its Existing Commitment shall continue hereunder but shall be referred to as a Tranche Lender severally agrees to make a 3-Year Tranche Advance to A Commitment, (ii) the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche Existing Commitment of each 3-Year Existing Bank that agrees to extend the maturity of its Existing Commitment shall continue hereunder and be reclassified as a Tranche Lender shall automatically expire on A-1 Commitment and (iii) the Closing Date after giving effect commitments of each Bank party hereto that is not an Existing Bank prior to the 3-Year Second Amendment Effective Date (each, an “Additional Bank”) shall constitute Tranche Advances made pursuant to this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date).A-1 Commitments; (b) Subject to Sections 2.05 Each Tranche A Bank, severally and 3.03for itself alone, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 5-Year Tranche Lender severally hereby agrees to make a 5-Year Tranche Advance A Advances to the Company Borrower from time to time, on any Business Day prior to the Termination Dateduring the Tranche A Availability Period, in Dollars an aggregate amount outstanding not to exceed at any time such Bank’s Tranche A Commitment. Each Borrowing of Tranche A Advances shall be in an aggregate amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Tranche A Advances of the same Type made to the Borrower on the Closing Date up same day by the Tranche A Banks ratably according to an aggregate principal amount not exceeding such Lender’s 5-Year their respective Tranche CommitmentA Commitments and in the case of Tranche A Advances that are Eurodollar Rate Advances, having the same Interest Period. The 5-Year Tranche Commitment Within the limits of each 5-Year Bank’s Tranche Lender shall automatically expire on A Commitment, the Closing Date after giving effect to the 5-Year Tranche Advances made Borrower may borrow, prepay pursuant to this Section 2.01(b2.06(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date)and reborrow. (c) Except as provided Each Tranche A-1 Bank, severally and for itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make Tranche A-1 Advances to the Borrower from time to time, on any Business Day during the Tranche A-1 Availability Period, in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may an aggregate amount outstanding not be reborrowed.to exceed at any time such Bank’s Tranche A-1

The Advances. (a) Subject to Sections 2.05 and 3.03Each Revolving Lender severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Closing Date until the Maturity Date up to the full amount of such Revolving Lender’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not exceed at any time the aggregate amount of the Revolving Commitments of the Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. The Borrowers may borrow under this Section CHAR1\1713543v7 2.01 (a) subject to limitation set forth in this AgreementSection 2.01(a), each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 3-Year Tranche Advances made prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03Each Term Loan Lender severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance up to two Term Loan Advances to ROC from time to time on any Business Day during the Term Loan Availability Period up to the Company in Dollars on full amount of such Term Loan Lender’s Term Loan Commitment hereunder; provided that (i) the Closing Date up to an aggregate amount of such Term Loan Advances made by such Term Loan Lender at any time outstanding shall not exceed such Term Loan Lender’s Term Loan Commitment, and (ii) the sum of the aggregate outstanding principal amount of the Term Loan Advances made by all Term Loan Lenders shall not exceeding such Lender’s 5-Year Tranche Commitmentexceed at any time the aggregate amount of the Term Loan Commitments of the Term Loan Lenders. Each Term Loan Advance shall be in a minimum aggregate amount of $100,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be made by the Term Loan Lenders ratably according to their respective Term Loan Commitments. The 5-Year Tranche Commitment of each 5-Year Tranche Lender Term Loan Commitments are not revolving commitments, and ROC shall automatically expire on not have the Closing Date after giving effect right to the 5-Year Tranche Advances made pursuant to repay and reborrow under this Section 2.01(b) on ). Upon the funding of a Term Loan Advance, the Term Loan Commitment of such date (butTerm Loan Lender shall be reduced by the amount of such Term Loan Advance. In addition, with respect at the close of the Term Loan Availability Period, the Term Loan Commitments shall terminate whether or not drawn prior to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date. It is understood and agreed that ROC shall be the only Borrower for purposes of this Section 2.01(b). (c) Except as provided for In connection with the First Amendment and on the terms and conditions set forth herein and therein, the 2016 Incremental Term Loan Lenders made 2016 Incremental Term Loan Advances to ROC in Section 3.03an aggregate principal amount equal to THREE HUNDRED MILLION DOLLARS ($300,000,000) on April 28, 2016. The 2016 Incremental Term Loan Advances made are not revolving commitments, and ROC shall not have the right to repay and reborrow under this Section 2.01 2.01(c). It is understood and paid or prepaid may not agreed that ROC shall be reborrowedthe only Borrower for purposes of this Section 2.01(c).

The Advances. Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth (a) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche 1 Advance denominated in Sterling to the Company in Dollars each applicable Borrower on the Closing Date up in an amount not to exceed such Lender’s outstanding Tranche 1 Commitment immediately prior to the making of the Tranche 1 Advance, (b) to make a Tranche 2 Advance denominated in Dollars to each applicable Borrower (x) on the Closing Date in an aggregate principal amount not to exceed such Lender’s outstanding Tranche 2 Commitment immediately prior to the making of such Tranche 2 Advance and (y) on a single date after the Closing Date during the Certain Funds Period and no later than the Delayed Draw Long Stop Date (such date, the “Delayed Draw Date”) in an amount not to exceed such Lender’s Delayed Draw Commitment immediately prior to the making of such Tranche 2 Advance (such Advance, a “Delayed Draw Advance”) and (c) in the event that any Lender (other than an Initial Lender) shall have become a Non-Funding Lender, to make Supplemental Advances (each, a “Supplemental Advance”) denominated in Sterling or Dollars, as applicable, on the Closing Date (or the Delayed Draw Date, if applicable) to each applicable Borrower in an amount deemed to be requested by each such Borrower under Section 2.03 not exceeding such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche remaining Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date (after giving effect to the 3-Year all Tranche 1 Advances and Tranche 2 Advances made by such Lender pursuant to this Section Sections 2.01(a) on such date and (butb)). For the avoidance of doubt, with each Supplemental Advance made by a Lender in respect to each such 3-Year of its Commitment under a particular Tranche Lender, only shall be an Advance of the same Tranche. Each Borrowing shall be in an aggregate amount equal to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances on such date). (b) Subject to Sections 2.05 of the same Type and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars Class made on the Closing Date up same day by the Lenders ratably according to an their respective relevant Commitments. Upon the making of any Advance by a Lender such Lender’s Tranche 1 Commitment will be permanently reduced by the aggregate principal amount not exceeding of such Tranche 1 Advance and such Lender’s 5-Year Tranche Commitment2 Commitment will be permanently reduced by the aggregate principal amount of such Tranche 2 Advance. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Each Borrower may prepay Advances made pursuant to this Section 2.01(b) on such date (but2.10, with respect to each such 5-Year Tranche Lender, only to the extent provided that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowedreborrowed once repaid.

The Advances. (a) Subject to Sections 2.05 and 3.03(%4)Each Initial Lender with a Tranche A1 Commitment severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche A1 Advance denominated in U.S. Dollars to the Company in Dollars Borrower on the Closing Funding Date up in a principal amount not to exceed its Tranche A1 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A1 Advances, which shall be made on the Funding Date. The Tranche A1 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02. (i) Each Initial Lender with a Tranche A2 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A2 Advance denominated in Euros to the Borrower on the Funding Date in an aggregate principal amount not exceeding such Lender’s 3-Year to exceed its Tranche CommitmentA2 Commitment on the Funding Date. The 3-Year Borrower may make only one borrowing of the full amount of the Tranche A2 Advances, which shall be made on the Funding Date. The Tranche A2 Advances may only consist of Eurocurrency Rate Advances. (ii) Each Initial Lender with a Tranche A3 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A3 Advance denominated in Euros to the Borrower on the Funding Date in an aggregate principal amount not to exceed its Tranche A3 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A3 Advances, which shall be made on the Funding Date. The Tranche A3 Advances may only consist of Eurocurrency Rate Advances. (iii) Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. The Tranche A1 Commitments of each 3-Year Tranche A1 Lender, the Tranche A2 Commitments of each Tranche A2 Lender and the Tranche A3 Commitments of each Tranche A3 Lender shall automatically expire terminate immediately and without further action on the Closing Date Funding Date, after giving effect to the 3-Year funding of such Lender’s Tranche Advances made pursuant to this Section 2.01(a) A1 Commitment, Tranche A2 Commitment and Tranche A3 Commitment, as applicable, on such date (but, with respect to each such 3-Year Tranche Lender, only to regardless of whether the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such datefull amount thereof is requested by the Borrower). (b) Subject to Sections 2.05 and 3.03The Incremental Advances of any Class shall be made by the Incremental Lenders of such Class at the time, in the manner and subject to and upon the other terms and conditions set forth herein and in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date)applicable Incremental Assumption Amendment. (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed.

The Advances. (a) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this AgreementAgreement and the other Loan Documents, each 3-Year Multicurrency Tranche Lender severally agrees to make a 3-Year Multicurrency Tranche Advance Advances to the Company Borrowers (including the Company) in US Dollars and Foreign Currencies from time to time from the Effective Date through, but not including, the Termination Date as requested by the Company, on behalf of one or more Borrowers, in accordance with the Closing Date up to an aggregate principal amount not exceeding such Lender’s 3-Year terms of Section 2.02; provided, that (i) Multicurrency Tranche Commitment. The 3-Year Tranche Commitment of each 3-Year Advances made by any Multicurrency Tranche Lender shall automatically expire on the Closing Date after giving effect not at any time exceed such Multicurrency Tranche Lender’s Multicurrency Tranche Unused Commitment and (ii) a Multicurrency Tranche Lender may designate a Eurodollar Lending Office as a lender of all or a portion of its Multicurrency Tranche Commitment under this Agreement. Subject to the 3-Year terms and conditions hereof, the Borrowers may borrow, repay and reborrow Multicurrency Tranche Advances made pursuant to this Section 2.01(ahereunder until the Termination Date. Each Multicurrency Tranche Advance shall be comprised entirely of (i) in the case of a Multicurrency Tranche Advance denominated in Foreign Currencies, Eurodollar Rate Advances, and (ii) in the case of a Multicurrency Tranche Advance denominated in US Dollars, (A) Eurodollar Rate Advances or (B) Base Rate Advances, as the Company, on such date (butbehalf of one or more Borrowers, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date)may request in accordance therewith. (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this AgreementAgreement and the other Loan Documents, each 5-Year US Tranche Lender severally agrees to make a 5-Year US Tranche Advance Advances to the Company in US Dollars on from time to time from the Closing Effective Date up to an aggregate principal amount through, but not exceeding such Lender’s 5-Year including, the Termination Date as requested by the Company in accordance with the terms of Section 2.02; provided, that US Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Advances made by any US Tranche Lender shall automatically expire on the Closing Date after giving effect not at any time exceed such US Tranche Lender’s US Tranche Unused Commitment. Subject to the 5-Year terms and conditions hereof, the Company may borrow, repay and reborrow US Tranche Advances made pursuant to this Section 2.01(bhereunder until the Termination Date. Each US Tranche Advance shall be comprised entirely of (i) on such date Eurodollar Rate Advances or (butii) Base Rate Advances, with respect to each such 5-Year Tranche Lender, only to as the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date)Company may request in accordance therewith. (c) Except as provided Notwithstanding any provision in the Loan Documents to the contrary, no Foreign Borrower or other Foreign Subsidiary shall be liable for in Section 3.03, Advances made under this Section 2.01 and paid to the Company or prepaid may not be reborrowedother Obligations of the Company.

The Advances. (a) Subject to Sections 2.05 and 3.03COMMITTED ADVANCES. Each Lender severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Advance Committed Advances to the Company Borrower and the Subsidiary Borrowers, from time to time on any Business Day from the date hereof to the Final Maturity Date, in Dollars on the Closing Date up to an aggregate principal amount (determined in Dollars) not exceeding to exceed at any time outstanding the Dollar amount of such Lender’s 3-Year Tranche 's Commitment. The 3-Year Tranche Commitment of each 3-Year Tranche ; PROVIDED, HOWEVER, that such Lender shall automatically expire on the Closing Date not be obligated to make any Committed Advance if, after giving effect to such Committed Advance and the 3-Year Tranche other Committed Advances to be made pursuant by the other Lenders as part of the same Committed Borrowing, (x) the Facility Usage shall exceed the Total Commitment or (y) in the event such Borrowing is being made by a Subsidiary Borrower, the aggregate amount of outstanding Advances to such Subsidiary Borrower shall exceed such Subsidiary Borrower's Subsidiary Borrower Sublimit; PROVIDED, FURTHER, that such Lender shall not be obligated to make any Committed Advance in an Alternative Currency if, after giving effect to such Committed Advance and the other Committed Advances to be made by the other Lenders as part of the same Committed Borrowing, the then outstanding aggregate principal amount (determined in Dollars) of all Committed Advances denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit. Each Committed Borrowing under this Section 2.01(a) shall (i) be in an aggregate amount not less than $1,000,000 in the case of Base Rate Advances, $1,000,000 in the case of Eurocurrency Rate Committed Advances denominated in Dollars and $1,500,000 in the case of Eurocurrency Rate Committed Advances denominated in an Alternative Currency, (ii) be in an integral multiple of $100,000 in the case of Base Rate Advances and $500,000 in the case of each other type of Advance, and (iii) consist of Committed Advances of the same Interest Type made in the same currency on such date (butthe same Business Day by the Lenders ratably according to their respective Commitments, with respect to each such 3-Year Tranche LenderSUBJECT, only HOWEVER, to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such dateprovisions of Section 2.02(c). (b) Subject to Sections 2.05 and 3.03, . Within the limits of each Lender's Commitment and subject to and upon the other terms and conditions set forth in this Agreementprovisions hereof, each 5-Year Tranche Lender severally agrees the Borrowers may from time to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made time borrow under this Section 2.01 2.01(a), prepay pursuant to Section 2.12, and paid or prepaid may not be reborrowedreborrow under this Section 2.01(a).

The Advances. (a) Subject to Sections 2.05 and 3.03(i) The Revolving Credit A Advances. Each Lender (other than a Lender that is solely a PI Lender) severally agrees, and subject to and upon on the other terms and conditions hereinafter set forth in this Agreementforth, each 3-Year Tranche Lender severally agrees to make advances (each a 3-Year Tranche "Revolving Credit A Advance") to each Borrower (other than PI) from time to time on any Business Day during the period from the Effective Date until the Termination Date in an amount for each such Revolving Credit A Advance (determined in the case of any Revolving Credit A Advance denominated in a Primary Currency by reference to the Company Equivalent thereof in US Dollars on the Closing Date up such Business Day) not to an aggregate principal amount not exceeding exceed such Lender’s 3-Year Tranche Commitment. The 3-Year Tranche 's Unused Revolving Credit A Commitment of each 3-Year Tranche Lender shall automatically expire on the Closing Date at such time; provided, however, that, after giving effect to such Revolving Credit Borrowing, (A) the 3-Year Tranche Advances made pursuant to this Section 2.01(asum of (x) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount of all Revolving Credit A Advances, Revolving Credit B Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceeding exceed the Revolving Credit Facility on such Business Day, (B) in the case of PHK, the sum of the aggregate outstanding principal amount of Revolving Credit A Advances to PHK (determined in the case of any such Borrowings in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) and the aggregate Available Amount of all Letters of Credit issued for the account of PHK shall not exceed $110,000,000, and (C) in the case of PBV, the sum of the aggregate outstanding principal of Revolving Credit A Advances to PBV (determined in the case of any such Borrowings in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) and the aggregate Available Amount of all Letters of Credit issued for the account of PBV shall not exceed $25,000,000. Each Revolving Credit A Borrowing hereunder shall be in an aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit A Borrowing is denominated) (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit A Advances of the same Type and in the same currency made simultaneously by such Lenders ratably according to their Revolving Credit A Commitments. Within the limits of each such Lender’s 5-Year Tranche 's respective Revolving Credit A Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on , the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(bBorrowers (other than PI) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made may borrow under this Section 2.01 2.01(a)(i), prepay pursuant to Section 2.11 and paid or prepaid may not be reborrowedreborrow under this Section 2.01(a)(i).