Common use of The Term Loans Clause in Contracts

The Term Loans. (a) Subject to the terms and conditions set forth herein, each Term A Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A Loan” and, collectively, the “Term A Loans”) in Dollars to the Borrower on the Escrow Release Date in a principal amount not to exceed such Term A Lender’s Term A Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Date in a principal amount not to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]. (d) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Rollover U.S. Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like principal amount of U.S. Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. Term B-1 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1

The Term Loans. (a) Subject to the terms and conditions set forth herein, each Term A Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A Loan” and, collectively, the “Term A Loans”) in Dollars to the Borrower on the Escrow Release Date in a principal amount not to exceed such Term A Lender’s Term A Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Date in a principal amount not to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]. (d) Subject to the terms and conditions set forth herein and in Amendment No. 1herein, each Rollover U.S. Euro Term B Lender agrees, severally agrees and not jointly, to exchange its Exchanged U.S. and shall make a term loan (each individually, a “Euro Term B Loans for a like principal amount of U.S. Loan” and, collectively, the “Euro Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and B Loans”) in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. Term B-1 Loan Euros to the Borrower on the Amendment No. 1 Effective Closing Date in the a principal amount equal not to its Additional U.S. exceed such Euro Term B-1 Commitment on the Amendment No. 1 Effective DateB Lender’s Euro Term B Loan Commitment. The Borrower shall prepay the Non-Exchanged U.S. Euro Term B Loans with a like amount comprising the Borrowing hereunder of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Euro Term B Loans to, but shall be Eurodollar Loans. (d) Amounts repaid or prepaid in respect of Term Loans may not including, the Amendment No. 1 Effective Date on such Amendment No. 1be reborrowed.

The Term Loans. (a) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each Term A A-3 Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A A-3 Loan” and, collectively, the “Term A A-3 Loans”) in Dollars to the Borrower on the Escrow Release Second Restatement Effective Date (including, with respect to its Existing Term A Loans to be converted into Term A-3 Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term A Loans into Term A-3 Loans) in a principal amount not to exceed such Term A A-3 Lender’s Term A A-3 Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each U.S. Initial Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a an “U.S. Initial Term B Loan” and, collectively, the “U.S. Initial Term B Loans”) in Dollars to the Borrower on the Closing Second Restatement Effective Date (including, with respect to any Existing Term B Loans to be converted into Initial Term B Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term B Loans into Initial Term B Loans) in a principal amount not to exceed such U.S. Initial Term B Lender’s U.S. Initial Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]Subject to the terms and conditions set forth in Section 4 of the Incremental Amendment Xx. 0, xxxx 0000 Xxxx Xxxxxxxxxxx Xxxx X Lender agrees, severally and not jointly, to and shall make, on the 2017 Rook Incremental Funding Date, a 2017 Rook Incremental Term B Loan in Dollars to the Borrower in a principal amount equal to such 2017 Rook Incremental Term B Lender’s 2017 Rook Incremental Term B Loan Commitment. (d) Subject to the terms and conditions set forth herein and in the Incremental Amendment No. 13 (including, for the avoidance of doubt, Section 3.2 hereof), each Rollover U.S. 2017 Incremental Term B A-4 Lender agrees, severally agrees and not jointly, to exchange its Exchanged U.S. and shall make, on or prior to the date falling on the last day of the Certain Funds Period, a 2017 Incremental Term B Loans for A-4 Loan in Dollars to the Borrower in a like principal amount of U.S. equal to such 2017 Incremental Term B-1 Loans on the Amendment No. 1 Effective Date. A-4 Lender’s 2017 Incremental Term A-4 Loan Commitment. (e) Subject to the terms and conditions set forth herein and in the Incremental Amendment XxNo. 03 (including, xxxx Xxxxxxxxxx X.X. Xxxx X-0 for the avoidance of doubt, Section 3.2 hereof), each 2017 Incremental Term B-1 Lender agrees, severally agrees and not jointly, to make an Additional U.S. and shall make, on or prior to the date falling on the last day of the Certain Funds Period, a 2017 Incremental Term B-1 Loan in Dollars to the Borrower on the Amendment No. 1 Effective Date in the a principal amount equal to its Additional U.S. such 2017 Incremental Term B-1 Commitment on Lender’s 2017 Incremental Term B-1 Loan Commitment. (f) Subject to the terms and conditions set forth herein and in the Incremental Amendment No. 1 Effective Date. The Borrower 3 (including, for the avoidance of doubt, Section 3.2 hereof), each 2017 Incremental Term B-2 Lender agrees, severally and not jointly, to and shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loansmake, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately on or prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest date falling on the U.S. last day of the Certain Funds Period, a 2017 Incremental Term B-2 Loan in Dollars to the Borrower in a principal amount equal to such 2017 Incremental Term B-2 Lender’s 2017 Incremental Term B-2 Loan Commitment. (g) (d) Notwithstanding any other provision of this Agreement to the contrary, no conversion or continuation of any Existing Term A Loan into a Term A-3 Loan or Existing Term B Loans to, but not including, Loan into a Term A-3 Loan or an Initial Term B Loan on the Amendment No. 1 Second Restatement Effective Date on such Amendment No. 1pursuant to the Second Restatement Agreement shall, in any case, constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

The Term Loans. (ai) Subject to the terms and conditions set forth herein, each the Term A Lender agreesLenders made loans to the Borrower, severally in Dollars, on the Closing Date, in an aggregate amount equal to $500,000,000 (the “Initial Term Loan”). On the First Amendment Effective Date, the Initial Term Loan was repaid in full in accordance with the terms of the First Amendment and not jointly, to and shall make a term loan (each individually, a “the Term A Loan” and, collectively, Lenders made the “CHF Term A Loans”) in Dollars , Euro Term A Loans, Sterling Term A Loans and Yen Term A Loans to the Borrower on Borrower. As of the Escrow Release Date in a principal amount not to exceed such Second Amendment Effective Date, the Outstanding Amount of the CHF Term A Lender’s Loans, Euro Term A Loan CommitmentLoans, Sterling Term A Loans and Yen Term A Loans, respectively, is set forth on Schedule 2.01. As provided All amounts borrowed in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that respect of the Term A Loans comprising the Borrowing hereunder of and repaid or prepaid may not be reborrowed. All Term A Loans shall be either Base Eurocurrency Rate Loans or Eurodollar Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Date in a principal amount not to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]. (dii) Subject to the terms and conditions set forth herein and in Amendment No. 1Section 3 of the Second Amendment, each Rollover U.S. the Dollar Term B Lender severally agrees B-1 Lenders made loans to exchange its Exchanged U.S. the Borrower, in Dollars, on January 8, 2016, in an aggregate amount equal to $250,000,000 (collectively, and as such loans may be refinanced in connection with the Fourth Amendment, the “Dollar Term B B-1 Loans”), and the Sterling Term B-1 Lenders made loans to the Borrower, in Sterling, on January 8, 2016, in an aggregate amount equal to £300,000,000 (collectively, and as such loans may be refinanced in connection with the Fourth Amendment, the “Sterling Term B-1 Loans” and together with the Dollar Term B-1 Loans, the “Term B-1 Loans” and each, a “Term B-1 Loan”); it being understood that, notwithstanding anything to the contrary contained herein (and without affecting any other provisions hereof), original issue discount applied to the Term B-1 Loans for a like such that the Term B-1 Lenders funded the Term B-1 Loans to the Borrower in an amount equal to the percentage of the principal amount of U.S. such Term B-1 Loans set forth in the Engagement Letter. The full principal amount of the Term B-1 Loans was deemed to be outstanding as of January 8, 2016 and the Borrower shall be obligated to repay 100% of the principal amount of the Term B-1 Loans as provided hereunder and all calculations of interest and fees calculated by reference to the principal amount thereof will be made on the basis of the full stated amount thereof. As of the Third Amendment No. 1 Effective Date, the Outstanding Amount of the Dollar Term B-1 Loans and Sterling Term B-1 Loans, respectively, is $248,750,000 and £298,500,000. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. All Sterling Term B-1 Loans shall be Eurocurrency Rate Loans, as further provided herein. (iii) Subject to the terms and conditions set forth herein and in Amendment Xx. 0Section 3 of the Third Amendment, xxxx Xxxxxxxxxx X.X. Xxxx X-0 each Term B-2 Lender severally agrees to make an Additional U.S. Term B-1 Loan loans to the Borrower Borrower, in Euro, on the Amendment No. 1 date that is three (3) Business Days after the Term B-2 Effective Date (it being understood that all such loans shall be made in a single drawdown on such date), in an aggregate amount not to exceed such Term B-2 Lender’s Applicable Percentage of the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like aggregate amount of the gross proceeds Term B-2 Commitments at such time (collectively, and as such loans may be refinanced in connection with the Fourth Amendment, the “Term B-2 Loans” and each, a “Term B-2 Loan”). The Term B-2 Borrowing shall consist of Term B-2 Loans made simultaneously by the Term B-2 Lenders, in each case in accordance with their respective Applicable Percentages of the Additional U.S. aggregate amount of the Term B-1 B-2 Commitments at such time. Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be reborrowed. All Term B-2 Loans shall be Eurocurrency Rate Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1as further provided herein.

The Term Loans. (a) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each Term A A-3 Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A A-3 Loan” and, collectively, the “Term A A-3 Loans”) in Dollars to the Borrower on the Escrow Release Second Restatement Effective Date (including, with respect to its Existing Term A Loans to be converted into Term A-3 Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term A Loans into Term A-3 Loans) in a principal amount not to exceed such Term A A-3 Lender’s Term A A-3 Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth hereinherein and in the Second Restatement AgreementAmendment No. 4, each U.S. Initial Term B BB-3 Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a xxx “U.S. Initial Term B BB-3 Loan” and, collectively, the “U.S. Initial Term B BB-3 Loans”) in Dollars to the Borrower on the Closing Second RestatementTerm B-3 Effective Date (including, with respect to any Existing Term B Loans to be converted into Initial Term B Loans to be converted into Term B-3 Loans pursuant to the Second Restatement AgreementAmendment No. 4, by way of conversion of such Existing Term B Loans into Initial Term B Loans into Term B-3 Loans) in a principal amount not to exceed such U.S. Term B-3 Lender’s Term B-3 Loan Commitment. On the Term B-3 Effective Date, the Existing Initial Term B Lender’s U.S. Lender’sLoans of each Initial Term B Loan CommitmentCommitmentto New Term B-3 Converting Lender (as defined in Amendment No. As provided in Section 2.5(a4) and subject were automatically converted into Term B-3 Loans pursuant to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar LoansAmendment No. 4. (c) [Reserved]Subject to the terms and conditions set forth in Section 4 of the Incrementalherein and in Amendment No. 24, each 2017 Rook Incremental Term BB-4 Lender (as of the Amendment No. 4 Effective Date) agrees, severally and not jointly, to and shall make, on the 2017 Rook Incremental Funding Date, a 2017 Rook Incremental a term loan (each individually a “Term BB-4 Loan” and collectively, the “Term B-4 Loans”) in Dollars to the Borrower in a principal amount equal toon the Amendment No. 4 Effective Date (including, with respect to any 2017 Rook Incremental Term B Loans to be converted into Term B-4 Loans pursuant to Amendment No. 4, by way of conversion of such 2017 Rook Incremental Term B Loans into Term B-4 Loans) in a principal amount not to exceed such Term B-4 Lender’s Term B-4 Loan Commitment. On the Amendment No. 4 Effective Date, the 2017 Rook Incremental Term B Loan CommitmentLoans of each 2017 Rook Incremental Term B to New Term B-4 Converting Lender (as defined in Amendment No. 4) were automatically converted into Term B-4 Loans pursuant to Amendment No. 4. (d) Subject to the terms and conditions set forth herein and in the Incremental Amendment No. 13 (including, for the avoidance of doubt, Section 3.2 hereof), each Rollover U.S. 2017 Incremental Term B A-4 Lender agrees, severally agrees and not jointly, to exchange its Exchanged U.S. and shall make, on or prior to the date falling on the last day of the Certain Funds Period, a 2017 Incremental Term B Loans for A-4 Loan in Dollars to the Borrower in a like principal amount of U.S. equal to such 2017 Incremental Term B-1 Loans on the Amendment No. 1 Effective Date. A-4 Lender’s 2017 Incremental Term A-4 Loan Commitment. (e) Subject to the terms and conditions set forth herein and in the Incremental Amendment XxNo. 03 (including, xxxx Xxxxxxxxxx X.X. Xxxx X-0 for the avoidance of doubt, Section 3.2 hereof), each 2017 Incremental Term B-1 Lender agrees, severally agrees and not jointly, to make an Additional U.S. and shall make, on or prior to the date falling on the last day of the Certain Funds Period, a 2017 Incremental Term B-1 Loan in Dollars to the Borrower in a principal amount equal to such 2017 Incremental Term B-1 Lender’s 2017 Incremental Term B-1 Loan Commitment. Immediately upon the making of each 2017 Incremental Term B-1 Loan, such Loan shall be deemed to be, and shall constitute for all purposes hereunder, a Term B-4 Loan and shall cease to constitute a separate Class of Loans. (f) Subject to the terms and conditions set forth herein and in the Incremental Amendment No. 3 (including, for the avoidance of doubt, Section 3.2 hereof), each 2017 Incremental Term B-2 Lender agrees, severally and not jointly, to and shall make, on or prior to the date falling on the last day of the Certain Funds Period, a 2017 Incremental Term B-2 Loan in Dollars to the Borrower in a principal amount equal to such 2017 Incremental Term B-2 Lender’s 2017 Incremental Term B-2 Loan Commitment. (g) Notwithstanding any other provision of this Agreement to the contrary, no conversion or continuation of (i) any Existing Term A Loan into a Term A-3 Loan or Existing Term B Loan into a Term A-3 Loan or an Initial Term B Loan on the Second Restatement Effective Date pursuant to the Second Restatement Agreement, (ii) any 2017 Rook Incremental Term B Loan into a Term B-4 Loan on the Amendment No. 1 4 Effective Date in the principal amount equal to its Additional U.S. or (iii) any Existing Initial Term B-1 Commitment B Loan into a Term B-3 Loan on the Amendment No. 1 Term B-3 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. , shall, in any case, constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (h) Amounts repaid or prepaid in respect of Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but may not including, the Amendment No. 1 Effective Date on such Amendment No. 1be reborrowed.

The Term Loans. (a) Subject to the terms and conditions set forth herein, the Existing Term A-3 Loans (other than any such Loans converted into Term A-5 Loans pursuant to the Third Restatement Agreement) of each Term A A-3 Lender (each individually, a “Term A-3 Loan” and, collectively, the “Term A-3 Loans”) shall be continued pursuant to the Third Restatement Agreement in Dollars on the Third Restatement Effective Date in a principal amount not to exceed such Term A-3 Lender’s Term A-3 Loans which are not converted into Term A–5 Loans. (a) Subject to the terms and conditions set forth herein and in the Second Restatement Agreement, eachIncremental Amendment No. 3 (including, for the avoidance of doubt, Section 3.2 hereof), each 2017 Incremental Term A-34 Lender agrees, severally and not jointly, to and shall make a, on or prior to the date falling on the last day of the Certain Funds Period, a term loan (each individually, a “2017 Incremental Term A A-34 Loan” and, collectively, the “2017 Incremental Term A A-34 Loans”) in Dollars to the Borrower on the Escrow Release Second Restatement Effective Date (including, with respect to its Existing Term A Loans to be converted into Term A-3 Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term A Loans into Term A-3 Loans) in a principal amount not notequal to exceed such 2017 Incremental Term A A-34 Lender’s 2017 Incremental Term A A-34 Loan Commitment. As provided in Section 2.5(a) and subject Immediately upon the making of each 2017 Incremental Term A-4 Loan, such Loan shall be deemed to the terms hereofbe, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individuallyconstitute for all purposes hereunder, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars A-5 Loan and shall cease to the Borrower on the Closing Date in constitute a principal amount not to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder separate Class of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]. (d) Subject to the terms and conditions set forth herein and in Amendment No. 1the Third Restatement Agreement, each Rollover U.S. Term B A-5 Lender severally agrees to exchange that its Exchanged U.S. Existing Term B A-3 Loans for shall, on the Third Restatement Effective Date, be converted into a like Term A-5 Loan (each individually, a “Term A-5 Loan” and, collectively, the “Term A-5 Loans”) in a principal amount of U.S. not to exceed such Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. A-5 Lender’s Term B-1 A-5 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1Commitment.

The Term Loans. (a) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each Term A A-3 Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A A-3 Loan” and, collectively, the “Term A A-3 Loans”) in Dollars to the Borrower on the Escrow Release Second Restatement Effective Date (including, with respect to its Existing Term A Loans to be converted into Term A-3 Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term A Loans into Term A-3 Loans) in a principal amount not to exceed such Term A A-3 Lender’s Term A A-3 Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth hereinherein and in the Second Restatement AgreementAmendment No. 4, each U.S. Initial Term B BB-3 Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a xxx “U.S. Initial Term B BB-3 Loan” and, collectively, the “U.S. Initial Term B BB-3 Loans”) in Dollars to the Borrower on the Closing Second RestatementTerm B-3 Effective Date (including, with respect to any Existing Term B Loans to be converted into Initial Term B Loans to be converted into Term B-3 Loans pursuant to the Second Restatement AgreementAmendment No. 4, by way of conversion of such Existing Term B Loans into Initial Term B Loans into Term B-3 Loans) in a principal amount not to exceed such U.S. Term B B-3 Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]. (d) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Rollover U.S. Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like principal amount of U.S. Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. Term B-1 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1B-3

The Term Loans. (a) Subject to the terms and conditions of this Agreement, including satisfaction of the conditions set forth hereinin Section 3.1, on the first Business Day following the Restatement Date, each Term A Lender agreesLender, severally and not jointly, to and shall make a term loan an initial Term Loan (each individually, a “Term A Loan” and, collectively, the “"Initial Term A Loans”") in Dollars to the Borrower on the Escrow Release Date Borrowers in a principal an amount not equal to exceed such Term A Lender’s Term A Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder 's respective Commitment Percentage of Term A Loans be either Base Rate Loans or Eurodollar Loans$14,000,000. (b) Subject At any time on or before August 15, 2002 (the "Term Loan Commitment Termination Date"), upon not less than five (5) Business Days written notice from the Borrowers to the Agent, subject to the terms and conditions set forth hereinof this Agreement and so long as there exists no Default, each U.S. Term B Lender agreesLender, severally and not jointly, to and shall make a term loan additional Term Loans (each individually, a “U.S. an "Additional Term B Loan” and, " and collectively, the “U.S. "Additional Term B Loans”") in Dollars to the Borrower on Borrowers as the Closing Date Borrowers may from time to time request, by notice to the Agent in a principal accordance with Section 2.3, in an aggregate amount (i) as to each Lender, not to exceed at any time such U.S. Lender's Commitment Percentage of the Term B Lender’s U.S. Loan Commitment Amount, and (ii) as to all Lenders, not to exceed the Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereofCommitment Amount; provided, the Borrower may elect that the U.S. aggregate number of outstanding Additional Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loansshall not exceed seven (7). (c) [Reserved]On the Closing Date, the Borrowers shall execute and deliver to each Lender a Term Note to evidence the Term Loans from time to time made by such Lender to the Borrowers hereunder. (d) Subject The Term Loans shall mature on the Term Loan Maturity Date. Commencing January 31, 2003, the Maximum Term Loan Amount shall permanently reduce by an amount equal to $1,000,000 on the terms last day of each January, April, July and conditions set forth herein October (each a "Term Loan Reduction Date"). The Borrowers, jointly and severally, shall make repayments, if necessary, of the Term Loans in Amendment No. 1, each Rollover U.S. Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like such amounts and at such times so that the outstanding principal amount of U.S. the Term B-1 Loans on each Term Loan Reduction Date shall not exceed the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. applicable Maximum Term B-1 Loan to the Borrower Amount. (e) The final principal installment shall be due on the Amendment NoTerm Loan Maturity Date, together with all outstanding principal, accrued interest and other fees and charges hereunder. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount No amounts of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1which are repaid may be reborrowed.

The Term Loans. (a) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each Term A A-3 Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A A-3 Loan” and, collectively, the “Term A A-3 Loans”) in Dollars to the Borrower on the Escrow Release Second Restatement Effective Date (including, with respect to its Existing Term A Loans to be converted into Term A-3 Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term A Loans into Term A-3 Loans) in a principal amount not to exceed such Term A A-3 Lender’s Term A A-3 Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each U.S. Initial Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a aan “U.S. Initial Term B Loan” and, collectively, the “U.S. Initial Term B Loans”) in Dollars to the Borrower on the Closing Second Restatement Effective Date (including, with respect to any Existing Term B Loans to be converted into Initial Term B Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term B Loans into Initial Term B Loans) in a principal amount not to exceed such U.S. Initial Term B Lender’s U.S. Initial Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]. (d) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Rollover U.S. Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like principal amount Section 4 of U.S. Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Incremental Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. 0000 Xxxx X-0 Xxxxxxxxxxx Xxxx X Lender agrees, severally agrees and not jointly, to make an Additional U.S. and shall make, on the 2017 Rook Incremental Funding Date, a 2017 Rook Incremental Term B-1 B Loan in Dollars to the Borrower on the Amendment No. 1 Effective Date in the a principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. such 2017 Rook Incremental Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Lender’s 2017 Rook Incremental Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1Loan Commitment.

The Term Loans. (ai) Subject to the terms and conditions set forth herein, each the Term A Lender agreesLenders made loans to the Borrower, severally in Dollars, on the Closing Date, in an aggregate amount equal to $500,000,000 (the “Initial Term Loan”). On the First Amendment Effective Date, the Initial Term Loan was repaid in full in accordance with the terms of the First Amendment and not jointly, to and shall make a term loan (each individually, a “the Term A Loan” and, collectively, Lenders made the “CHF Term A Loans”) in Dollars , Euro Term A Loans, Sterling Term A Loans and Yen Term A Loans to the Borrower on Borrower. As of the Escrow Release Date in a principal amount not to exceed such Second Amendment Effective Date, the Outstanding Amount of the CHF Term A Lender’s Loans, Euro Term A Loan CommitmentLoans, Sterling Term A Loans and Yen Term A Loans, respectively, is set forth on Schedule 2.01. As provided All amounts borrowed in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that respect of the Term A Loans comprising the Borrowing hereunder of and repaid or prepaid may not be reborrowed. All Term A Loans shall be either Base Eurocurrency Rate Loans or Eurodollar Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Date in a principal amount not to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]. (dii) Subject to the terms and conditions set forth herein and in Amendment No. 1Section 3 of the Second Amendment, [(A) each]the Dollar Term B[ Lender severally agrees to make]-1 Lenders made loans to the Borrower, in Dollars[ and (B) each Rollover U.S. Sterling Term B Lender severally agrees to exchange its Exchanged U.S. make], on January 8, 2016, in an aggregate amount equal to $250,000,000 (collectively, the “Dollar Term B-1 Loans”), and the Sterling Term B-1 Lenders made loans to the Borrower, in Sterling, [in each case on any Business Day during the Availability Period for the Term B Facility] (it being understood that all such loans shall be made in a single drawdown on [a Business Day during such period), in an aggregate amount not to exceed (x) with respect to each Dollar Term B Lender, such Lender’s Applicable Percentage of the aggregate amount of the Dollar Term B Commitments at such time (a “Dollar Term B Loan”) and (y) with respect to each Sterling Term B Lender, such Sterling Term B Lender’s Applicable Percentage of the aggregate amount of the Sterling Term B Commitments at such time (a “Sterling Term B Loan]on January 8, 2016, in an aggregate amount equal to £300,000,000 (collectively, the “Sterling Term B-1 Loans” and together with the Dollar Term B-1 Loans, the “Term B-1 Loans” and each, a “Term B-1 Loan”); [provided]it being understood that, notwithstanding anything to the contrary contained herein (and without affecting any other provisions hereof), [the Borrower and the Term B Lenders hereby agree that ]original issue discount [shall apply]applied to the Term B-1 Loans such that the Term B-1 Lenders [shall fund]funded the Term B-1 Loans to the Borrower in an amount equal to the percentage of the principal amount of such Term B-1 Loans set forth in the Engagement Letter. The full principal amount of the Term B-1 Loans [shall be]was deemed to be outstanding [on the Term B Funding Date]as of January 8, 2016 and the Borrower shall be obligated to repay 100% of the principal amount of the Term B-1 Loans as provided hereunder and all calculations of interest and fees calculated by reference to the principal amount thereof will be made on the basis of the full stated amount thereof. [The Term B] Borrowing shall consist[ of (I) Dollar Term B] Loans made simultaneously by the [Dollar Term B Lenders and (II) Sterling Term B Loans for a like principal made simultaneously by the Sterling Term B] Lenders, in each case in accordance with their respective Applicable Percentages of the aggregate amount of U.S. the [Dollar Term B Commitments and Sterling Term B Commitments]As of the Third Amendment Effective Date, the Outstanding Amount of the Dollar Term B-1 Loans on and Sterling Term B-1 Loans, respectively, [at such time.]is $248,750,000 and £298,500,000. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. All Sterling Term B-1 Loans shall be Eurocurrency Rate Loans, as further provided herein. (iii) For the Amendment Noavoidance of doubt, [the Term B Commitments do not constitute an increase in the Aggregate Commitments for purposes of Section 2.13. 1 Effective Date. ]Subject to the terms and conditions set forth herein and in Amendment Xx. 0Section 3 of the Third Amendment, xxxx Xxxxxxxxxx X.X. Xxxx X-0 each Term B-2 Lender severally agrees to make an Additional U.S. Term B-1 Loan loans to the Borrower Borrower, in Euro, on the Amendment No. 1 date that is three (3) Business Days after the Term B-2 Effective Date (it being understood that all such loans shall be made in a single drawdown on such date), in an aggregate amount not to exceed such Term B-2 Lender’s Applicable Percentage of the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like aggregate amount of the gross proceeds Term B-2 Commitments at such time (the “Term B-2 Loans” and each, a “Term B-2 Loan”). The Term B-2 Borrowing shall consist of Term B-2 Loans made simultaneously by the Term B-2 Lenders, in each case in accordance with their respective Applicable Percentages of the Additional U.S. aggregate amount of the Term B-1 B-2 Commitments at such time. Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be reborrowed. All Term B-2 Loans shall be Eurocurrency Rate Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1as further provided herein.

The Term Loans. (a) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each Term A A-3 Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “Term A A-3 Loan” and, collectively, the “Term A A-3 Loans”) in Dollars to the Borrower on the Escrow Release Second Restatement Effective Date (including, with respect to its Existing Term A Loans to be converted into Term A-3 Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term A Loans into Term A-3 Loans) in a principal amount not to exceed such Term A A-3 Lender’s Term A A-3 Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth hereinherein and in the Second Restatement Agreement, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Second Restatement Effective Date (including, with respect to any Existing Term B Loans to be converted into Term B Loans pursuant to the Second Restatement Agreement, by way of conversion of such Existing Term B Loans into Term B Loans) in a principal amount not to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar Loans. (c) [Reserved]Notwithstanding any other provision of this Agreement to the contrary, no conversion or continuation of any Existing Term A Loan into a Term A-3 Loan or Existing Term B Loan into a Term A-3 Loan or a Term B Loan on the Second Restatement Effective Date pursuant to the Second Restatement Agreement shall, in any case, constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. (d) Subject to the terms and conditions set forth herein and Amounts repaid or prepaid in Amendment No. 1, each Rollover U.S. respect of Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like principal amount of U.S. Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. Term B-1 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but may not including, the Amendment No. 1 Effective Date on such Amendment No. 1be reborrowed.

The Term Loans. (a) Subject to the terms and conditions set forth herein, each Term A Lender agrees, severally and not jointly, to and shall make made a term loan (each individually, a an “Existing Term A Loan” and, collectively, the “Existing Term A Loans”) in Dollars to the Borrower on the Escrow Release Restatement Date in a principal amount not equal to exceed such Term A Lender’s Existing Term A Loan Commitment. The Existing Term A Loans which remain outstanding as of the Amendment No. 4 Effective Date, subject to the terms and conditions set forth in Amendment No. 4, shall be re-evidenced as 2023 Term A Loans or 2026 Term A Loans under this Credit Agreement (the Existing Term A Loans evidenced as 2023 Term A Loans or 2026 Term A Loans collectively, the “Term A Loans”). As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar and/or EurodollarTerm Benchmark Loans. (b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make made a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Restatement Date in a principal amount not equal to exceed such U.S. Term B Lender’s U.S. Term B Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans be either Base Rate Loans or Eurodollar EurodollarTerm Benchmark Loans. (c) [Reserved]Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Rollover U.S. Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like principal amount of U.S. Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. Term B-1 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1

The Term Loans. (a) Subject to the terms and conditions set forth herein, (i) each A3 Term A Loan Lender agrees, severally (and not jointly, ) agrees to and shall make a term single loan (each individually, a “Term A Loan” and, collectively, the “Term A Loans”) in Dollars to the Borrower on the Escrow Release Date in a principal amount not to exceed such Term A Lender’s Term A Loan Commitment. As provided in Section 2.5(a) and subject to the terms hereof, the Borrower may elect that the Term A Loans comprising the Borrowing hereunder of Term A Loans be either Base Rate Loans or Eurodollar Loans. (b) Subject to the terms and conditions set forth herein, each U.S. Term B Lender agrees, severally and not jointly, to and shall make a term loan (each individually, a “U.S. Term B Loan” and, collectively, the “U.S. Term B Loans”) in Dollars to the Borrower on the Closing Date in Dollars in an amount not to exceed such Lender’s A3 Term Loan Commitment, (ii) each A5 Term Loan Lender severally (and not jointly) agrees to make a single loan to the Borrower on the Closing Date in Dollars in an amount not to exceed such Lender’s A5 Term Loan Commitment and (iii) each B Term Loan Lender severally (and not jointly) agrees to make a single loan to the Borrower on the Closing Date in Dollars in an amount not to exceed such Lender’s B Term Loan Commitment. Amounts borrowed in respect of the Term Loans and repaid or prepaid may not be reborrowed. The initial A3 Term Loan Borrowing shall consist of A3 Term Loans made simultaneously by the A3 Term Loan Lenders in accordance with their respective initial A3 Term Loan Commitments. The initial A5 Term Loan Borrowing shall consist of A5 Term Loans made simultaneously by the A5 Term Loan Lenders in accordance with their respective initial A5 Term Loan Commitments. The initial B Term Loan Borrowing shall consist of B Term Loans made simultaneously by the B Term Loan Lenders in accordance with their respective initial B Term Loan Commitments. [[NYCORP:3664832v12::08/15/2017--08:07 PM]] (a) Each Lender having an Incremental Term Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed such U.S. its Incremental Term B Lender’s U.S. Term B Loan Commitment. As provided Amounts paid or prepaid in Section 2.5(a) and subject to the terms hereof, the Borrower respect of Incremental Term Loans may elect that the U.S. Term B Loans comprising the Borrowing hereunder of U.S. Term B Loans not be either Base Rate Loans or Eurodollar Loansreborrowed. (c) [Reserved]. (d) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Rollover U.S. Term B Lender severally agrees to exchange its Exchanged U.S. Term B Loans for a like principal amount of U.S. Term B-1 Loans on the Amendment No. 1 Effective Date. Subject to the terms and conditions set forth herein and in Amendment Xx. 0, xxxx Xxxxxxxxxx X.X. Xxxx X-0 Lender severally agrees to make an Additional U.S. Term B-1 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional U.S. Term B-1 Commitment on the Amendment No. 1 Effective Date. The Borrower shall prepay the Non-Exchanged U.S. Term B Loans with a like amount of the gross proceeds of the Additional U.S. Term B-1 Loans, concurrently with the receipt thereof. The Borrower shall pay to the U.S. Term B Lenders immediately prior to the effectiveness of Amendment No. 1 all accrued and unpaid interest on the U.S. Term B Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1