Common use of Loans, Etc Clause in Contracts

Loans, Etc. 2.01. US$ Loans; US$-Canadian Loans; Multi-Currency Loans; C$ Loans; Swingline Loans; Term Loans. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to make loans to each of the US$ Borrowers in Dollars, Pounds Sterling and euros (“US$ Loans”) during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to make loans to each of the US$-Canadian Borrowers and any Additional Borrowers in Dollars or Canadian Dollars (“US$-Canadian Loans”) during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to make loans to the Multi-Currency Borrowers and any Additional Borrowers in any Multi-Currency other than Canadian Dollars (“Multi-Currency Loans”) during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to make C$ Loans to the Canadian Borrowers and any Additional Borrowers in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto and (v) each Initial Term Lender severally agrees to make a term loan to the Company in Dollars (“Initial Term Loans”) on the Closing Date in an amount equal to the Initial Term Commitment of such Initial Term Lender and such Initial Term Loans may be either ABR Loans or Eurocurrency Loans, as determined by the Company and notified to the Administrative Agent. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$ Borrowers may (x) borrow, repay and reborrow (A) US$ Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) the non-Dollar-denominated US$ Loans by means of Eurocurrency Loans and (y) convert the Dollar-denominated US$ Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$-Canadian Borrowers may (x) borrow, repay and reborrow (A) US$-Canadian Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) non-Dollar-denominated US$-Canadian Loans by means of CDOR Loans and (y) convert the Dollar-denominated US$-Canadian Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Multi-Currency Borrowers may (x) borrow, repay and reborrow (A) Multi-Currency Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans and (B) the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency Loans or, in the case of Multi-Currency Loans denominated in Australian Dollars, BBSY Loans, and (y) convert the Dollar-denominated Multi-Currency Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans or, in the case of Loans denominated in Australian Dollars, BBSY Loans, for subsequent Interest Periods. Unless otherwise provided herein, all US$ Loans made to the US$ Borrowers, other than Dollar-denominated US$ Loans, and all Multi-Currency Loans made to the Multi-Currency Borrowers, other than Dollar-denominated Multi-Currency Loans and Australian Dollar-denominated Multi-Currency Loans, shall be made, maintained and continued as Eurocurrency Loans. All Multi-Currency Loans denominated in Australian Dollars shall be made, maintained and continued as BBSY Loans. Unless otherwise provided herein, all US$-Canadian Loans made to the US$-Canadian Borrowers, other than Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as CDOR Loans or, in the case of US$-Canadian Swingline Loans only, C$ Prime Loans or Agreed Rate Loans. Without limiting the terms of the Parent Guaranty, the Company Guaranty or the Subsidiary Guaranty, or any Security Documents, each Borrower under any applicable Commitments shall be not be deemed to be a co-borrower or otherwise jointly liable with any other Borrower under such Commitments as to the Loans or the Letter of Credit Liability of such other Borrower. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request from time to time that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed an amount which, when aggregated with the Revolving Commitments then in effect and the outstanding Term Loans is equal to $2,250,000,000. The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company’s requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an “Other Lender”) to become a party to and a Lender under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s request for an increase shall be deemed a rejection by such Lender of the Company’s request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a “Commitment Increase Supplement”), which agreement shall specify, among other things, (x) the amount of the increased Revolving Commitment of such Increasing Lender and (y) the allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender’s increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender that is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Administrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, substantially in the form of Exhibit L (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender that executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Obligors, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 and 10 of Exhibit I-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender’s Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender that in either case results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and the execution by such Increasing Lender of a Revolving Commitment Increase Supplement or by such Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of such Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of each Additional Lender’s Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request at any time or from time to time that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in any Multi-Currency other than Rand and Zloty in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed an amount which, when aggregated with the Revolving Commitments then in effect, and the outstanding Term Loans, is equal to $2,250,000,000. The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, (A) a Default or Event of Default has occurred and is continuing or (B) the Company would not be in compliance on a pro forma basis with Sections 9.09 through 9.11 hereof, as at the last day of the latest fiscal quarter. Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase. (ii) If any Lender is willing, in its sole and absolute discretion, to make Incremental Term Loans hereunder, it shall execute and deliver to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date (which shall not be earlier than the then Initial Term Loan Maturity Date), (iii) the amortization schedule for such Incremental Term Loans (the average weighted life of which shall not be shorter than that of the remaining Weighted Average Life to Maturity of the Initial Term Loans, i.e., such Incremental Term Loans may amortize in annual amounts of up to 5% of the original principal amount of such Incremental Term Loans) and (iv) the proposed original issue discount applicable to such Incremen

Loans, Etc. 2.01. 2.01 US$ LoansLOANS; US$-Canadian Loans-CANADIAN LOANS; MultiMULTI-Currency LoansCURRENCY LOANS; C$ LoansLOANS; Swingline LoansTRANCHE A TERM LOANS; Term LoansTRANCHE B TERM LOANS. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to each of the US$ Borrowers in Dollars, Pounds Sterling and euros Dollars (“"US$ Loans”LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to each of the US$-Canadian Borrowers and any Additional Borrowers in Dollars or Canadian Dollars (“"US$-Canadian Loans”-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian CommitmentsLoans, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Multi-Currency Borrowers and any Additional Borrowers in any Multi-Currency other than Canadian Dollars (“Multi"MULTI-Currency Loans”CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrowers and any Additional Borrowers Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto and hereto, (v) each Initial Tranche A Term Lender severally agrees to make a term loan to the Company in Dollars (“Initial Term Loans”"TRANCHE A TERM LOANS") on the Closing Effective Date in an amount equal not to exceed the Initial amount of the Tranche A Term Commitment of such Initial Tranche A Term Lender and such Initial (vi) each Tranche B Term Loans may be either ABR Loans or Eurocurrency Loans, as determined by Lender severally agrees to make a term loan to the Company and notified in Dollars ("TRANCHE B TERM LOANS") on the Effective Date in an amount not to exceed the Administrative Agentamount of the Tranche B Term Commitment of such Tranche B Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$ Borrowers may (x) borrow, repay and reborrow (A) the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated in Dollars Multi-Currency Loans by means of ABR Loans or Eurocurrency Loans, as applicable and (B) the non-Dollar-denominated US$ Loans by means of Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$ US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans, the Tranche A Term Loans or the Tranche B Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$-Canadian Borrowers may (x) borrow, repay and reborrow (A) US$-Canadian Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) non-Dollar-denominated US$-Canadian Loans by means of CDOR Loans and (y) convert the Dollar-denominated US$-Canadian Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Multi-Currency Borrowers may (x) borrow, repay and reborrow (A) Multi-Currency Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans and (B) the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency Loans or, in the case of Multi-Currency Loans denominated in Australian Dollars, BBSY Loans, and (y) convert the Dollar-denominated Multi-Currency Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans or, in the case of Loans denominated in Australian Dollars, BBSY Loans, for subsequent Interest Periods. Unless otherwise provided herein, all US$ Loans made to the US$ Borrowers, other than Dollar-denominated US$ Loans, and all Multi-Currency Loans made to the Multi-Currency Borrowersand all US$-Canadian Loans, other than Dollar-denominated Multi-Currency Loans and Australian Dollar-denominated Multi-Currency Loans, shall be made, maintained and continued as Eurocurrency Loans. All Multi-Currency Loans denominated in Australian Dollars shall be made, maintained and continued as BBSY Loans. Unless otherwise provided herein, all US$-Canadian Loans made to the US$-Canadian Borrowers, other than Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as CDOR Loans or, in the case of US$-Canadian Swingline Loans only, C$ Prime Loans or Agreed Rate Eurocurrency Loans. Without limiting the terms of the Parent Guaranty, the Company Guaranty or the Subsidiary Guaranty, or any Security Documents, each Borrower under any applicable Commitments shall be not be deemed to be a co-borrower or otherwise jointly liable with any other Borrower under such Commitments as to the Loans or the Letter of Credit Liability of such other Borrower. (ib) Notwithstanding anything The Loans outstanding under the Existing Credit Agreement on the Effective Date (the "EXISTING LOANS") shall continue to the contrary contained in this Agreement, the Company may request from time to time that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed an amount which, when aggregated with the Revolving Commitments then in effect outstanding and the outstanding Term Loans is equal to $2,250,000,000. The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company’s requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an “Other Lender”) to become a party to and a Lender continued under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s request for an increase shall be deemed a rejection by such Lender of the Company’s request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a “Commitment Increase Supplement”), which agreement shall specify, among other things, (x) the amount of the increased Revolving Commitment of such Increasing Lender and (y) the allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender’s increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender that is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Administrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, substantially in the form of Exhibit L (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender that executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Obligors, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 and 10 of Exhibit I-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender’s Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender that in either case results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and the execution by such Increasing Lender of a Revolving Commitment Increase Supplement or by such Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of such Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of each Additional Lender’s Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request at any time or from time to time that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in any Multi-Currency other than Rand and Zloty in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed an amount which, when aggregated with the Revolving Commitments then in effect, and the outstanding Term Loans, is equal to $2,250,000,000. The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, (A) a Default or Event of Default has occurred and is continuing or (B) the Company would not be in compliance on a pro forma basis with Sections 9.09 through 9.11 hereof, as at the last day of the latest fiscal quarter. Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase. (ii) If any Lender is willing, in its sole and absolute discretion, to make Incremental Term Loans hereunder, it shall execute and deliver to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date (which shall not be earlier than the then Initial Term Loan Maturity Date), (iii) the amortization schedule for such Incremental Term Loans (the average weighted life of which shall not be shorter than that of the remaining Weighted Average Life to Maturity of the Initial Term Loans, i.e., such Incremental Term Loans may amortize in annual amounts of up to 5% of the original principal amount of such Incremental Term Loans) and (iv) the proposed original issue discount applicable to such Incremen

Loans, Etc. 2.01. US$ LoansLOANS; US$-Canadian Loans-CANADIAN LOANS; MultiMULTI-Currency LoansCURRENCY LOANS; C$ LoansLOANS; Swingline LoansSWINGLINE LOANS; Term LoansTERM LOANS. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to each of the Company in Dollars ("US$ Borrowers in Dollars, Pounds Sterling and euros (“US$ Loans”LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to each of the US$-Canadian Borrowers and any Additional Borrowers Company in Dollars or Canadian Dollars (“"US$-Canadian Loans”-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Multi-Currency Borrowers and any Additional Borrowers Company in any Multi-Currency other than Canadian Dollars (“Multi"MULTI-Currency Loans”CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrowers and any Additional Borrowers Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto hereto, and (v) each Initial Term Lender severally agrees to make a term loan to the Company in Dollars (“Initial Term Loans”"INITIAL TERM LOANS") on the Closing Effective Date in an amount equal not to exceed the amount of the Initial Term Commitment of such Initial Term Lender and such Initial Term Loans may be either ABR Loans or Eurocurrency Loans, as determined by the Company and notified to the Administrative AgentLender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$ Borrowers Company may (x) borrow, repay and reborrow (A) the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated in Dollars Multi-Currency Loans by means of ABR Loans or Eurocurrency Loans, as applicable and (B) the non-Dollar-denominated US$ Loans by means of Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$ US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$-Canadian Borrowers may (x) borrow, repay and reborrow (A) US$-Canadian Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) non-Dollar-denominated US$-Canadian Loans by means of CDOR Loans and (y) convert the Dollar-denominated US$-Canadian Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Multi-Currency Borrowers may (x) borrow, repay and reborrow (A) Multi-Currency Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans and (B) the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency Loans or, in the case of Multi-Currency Loans denominated in Australian Dollars, BBSY Loans, and (y) convert the Dollar-denominated Multi-Currency Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans or, in the case of Loans denominated in Australian Dollars, BBSY Loans, for subsequent Interest Periods. Unless otherwise provided herein, all US$ Multi-Currency Loans and all US$-Canadian Loans made to the US$ Borrowers, other than Dollar-denominated US$ Loans, and all Multi-Currency Loans made to the Multi-Currency BorrowersCompany, other than Dollar-denominated Multi-Currency Loans and Australian Dollar-denominated Multi-Currency Loans, shall be made, maintained and continued as Eurocurrency Loans. All Multi-Currency Loans denominated in Australian Dollars shall be made, maintained and continued as BBSY Loans. Unless otherwise provided herein, all US$-Canadian Loans made to the US$-Canadian Borrowers, other than Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as CDOR Loans orEurocurrency Loans. Notwithstanding the foregoing, in connection with the case making of US$-Canadian Swingline Loans onlyany Initial Term Loan pursuant to this clause (v) of this Section 2.01(a), C$ Prime Loans by delivering notice to the Administrative Agent prior to the Effective Date, any Initial Term Lender may elect to convert all or Agreed Rate Loans. Without limiting the terms part of the Parent Guaranty, outstanding principal amount of such Lender's existing term loans under the Company Guaranty or the Subsidiary Guaranty, or any Security Documents, each Borrower under any applicable Commitments shall be not be deemed to be Existing Credit Agreement into a co-borrower or otherwise jointly liable with any other Borrower under such Commitments as principal amount of Initial Term Loans hereunder equal to the Loans or the Letter of Credit Liability of such other Borrowerprincipal amount so converted. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request from time to time that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed an $200,000,000 LESS the aggregate amount which, when aggregated with the Revolving Commitments then in effect and the outstanding of borrowings of Incremental Term Loans is equal pursuant to $2,250,000,000Section 2.01(c). The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company’s 's requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an “Other Lender”"OTHER LENDER") to become a party to and a Lender under this Agreement, provided PROVIDED that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s 's Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s 's request for an increase shall be deemed a rejection by such Lender of the Company’s 's request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”"INCREASING LENDER"), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a “Commitment Increase Supplement”"COMMITMENT INCREASE SUPPLEMENT"), which agreement shall specify, among other things, (x) the amount of the increased Revolving Commitment of such Increasing Lender and (y) the allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender’s 's increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender that which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Administrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, substantially in the form of Exhibit L (an “Additional Lender Supplement”"ADDITIONAL LENDER SUPPLEMENT"), which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “"Lender” " hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender that which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “"Lender” " hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender"ADDITIONAL LENDER.”" (iii) In no event shall an increase in a Lender’s 's Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the ObligorsCompany, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 5 and 10 7 of Exhibit I-1 G-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender’s 's Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender’s 's Revolving Commitment or the Revolving Commitment of an Other Lender that in either case which results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender’s 's Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and the execution by such an Increasing Lender of a Revolving Commitment Increase Supplement or by such an Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of such Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s 's share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of each Additional Lender’s 's Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. (c) (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request at any time or from time to time not more than twice that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in any Multi-Currency other than Rand and Zloty in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed an amount which, when aggregated with $200,000,000 in the aggregate LESS any increase in the Revolving Commitments then in effect, and the outstanding Term Loans, is equal pursuant to $2,250,000,000Section 2.01(b). The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, provided PROVIDED that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, (A) a Default or Event of Default has occurred and is continuing or (B) the Company would not be in compliance on a pro forma basis with Sections 9.09 through 9.11 hereof, as at the last day of the latest fiscal quartercontinuing. Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase. (ii) If any Lender is willing, in its sole and absolute discretion, to make Incremental Term Loans hereunder, it shall execute and deliver to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date (which shall not be earlier than the then Initial Term Loan Maturity Date), (iii) the amortization schedule for such Incremental Term Loans (the average weighted life of which shall not be shorter than that of the remaining Weighted Average Life to Maturity of the Initial Term Loans, i.e., such Incremental Term Loans may amortize in annual amounts of up to 5% of the original principal amount of such Incremental Term Loans) and (iv) the proposed original issue discount applicable to such Incremen

Loans, Etc. 2.01. US$ Loans; US$-Canadian Loans; Multi-Currency Loans; C$ Loans; Swingline Loans; Term Loans. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to make loans to each of the US$ Borrowers in Dollars, Pounds Sterling and euros (“US$ Loans”) during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to make loans to each of the US$-Canadian Borrowers and any Additional Borrowers in Dollars or Canadian Dollars (“US$-Canadian Loans”) during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to make loans to the Multi-Currency Borrowers and any Additional Borrowers in any Multi-Currency other than Canadian Dollars (“Multi-Currency Loans”) during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to make C$ Loans to the Canadian Borrowers and any Additional Borrowers in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto and (v) each Initial Term Lender severally agrees to make a term loan to the Company in Dollars (“Initial Term Loans”) on the Closing Date in an amount equal to the Initial Term Commitment of such Initial Term Lender and such Initial Term Loans may be either ABR Loans or Eurocurrency Loans, as determined by the Company and notified to the Administrative Agent. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$ Borrowers may (x) borrow, repay and reborrow (A) US$ Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) the non-Dollar-denominated US$ Loans by means of Eurocurrency Loans and (y) convert the Dollar-denominated US$ Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$-Canadian Borrowers may (x) borrow, repay and reborrow (A) US$-Canadian Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) non-Dollar-denominated US$-Canadian Loans by means of CDOR Loans and (y) convert the Dollar-denominated US$-Canadian Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Multi-Currency Borrowers may (x) borrow, repay and reborrow (A) Multi-Currency Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans and (B) the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency Loans or, in the case of Multi-Currency Loans denominated in Australian Dollars, BBSY Loans, and (y) convert the Dollar-denominated Multi-Currency Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans or, in the case of Loans denominated in Australian Dollars, BBSY Loans, for subsequent Interest Periods. Unless otherwise provided herein, all US$ Loans made to the US$ Borrowers, other than Dollar-denominated US$ Loans, and all Multi-Currency Loans made to the Multi-Currency Borrowers, other than Dollar-denominated Multi-Currency Loans and Australian Dollar-denominated Multi-Currency Loans, shall be made, maintained and continued as Eurocurrency Loans. All Multi-Currency Loans denominated in Australian Dollars shall be made, maintained and continued as BBSY Loans. Unless otherwise provided herein, all US$-Canadian Loans made to the US$-Canadian Borrowers, other than Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as CDOR Loans or, in the case of US$-Canadian Swingline Loans only, C$ Prime Loans or Agreed Rate Loans. Without limiting the terms of the Parent Guaranty, the Company Guaranty or the Subsidiary Guaranty, or any Security Documents, each Borrower under any applicable Commitments shall be not be deemed to be a co-borrower or otherwise jointly liable with any other Borrower under such Commitments as to the Loans or the Letter of Credit Liability of such other Borrower. Notwithstanding anything to the contrary contained herein, (a) all US$ Loans, all US$-Canadian Loans, all Multicurrency Loans, all C$ Loans and all Initial Term Loans outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be outstanding under this Agreement as of the Closing Date with initial Interest Periods equal to the remaining term of the Interest Periods that are applicable under the Existing Credit Agreement (it being agreed that no amounts shall be payable under Section 6.05 of the Existing Credit Agreement in connection therewith), (b) all accrued interest and fees with respect to all such Loans as of the Closing Date shall be paid by the Company on the Closing Date, and (c) Initial Term Loans shall, in addition to any Initial term Loans deemed outstanding pursuant to clause (a) above, be made on the Closing Date pursuant to this Section in an aggregate principal amount equal to $25 million and such Initial Term Loans shall have an initial Interest Period which is the same as the initial Interest Period applicable to the Initial Term Loans hereunder pursuant to clause (a) above. The Lenders shall make payments on the Closing Date to each other through and as determined by the Administrative Agent so that the Loans shall be held ratably by the Lenders as contemplated by Section 5.02 of this Agreement. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request from time to time that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed an amount which, when aggregated with the Revolving Commitments then in effect and the outstanding Term Loans is equal to $2,250,000,0002,500,000,000. The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company’s requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an “Other Lender”) to become a party to and a Lender under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s request for an increase shall be deemed a rejection by such Lender of the Company’s request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a “Commitment Increase Supplement”), which agreement shall specify, among other things, (x) the amount of the increased Revolving Commitment of such Increasing Lender and (y) the allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender’s increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender that is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Administrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, substantially in the form of Exhibit L (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender that executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Obligors, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 and 10 of Exhibit I-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender’s Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender that in either case results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and the execution by such Increasing Lender of a Revolving Commitment Increase Supplement or by such Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of such Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of each Additional Lender’s Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request at any time or from time to time that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in any Multi-Currency other than Rand and Zloty in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed an amount which, when aggregated with the Revolving Commitments then in effect, and the outstanding Term Loans, is equal to $2,250,000,0002,500,000,000. The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, (A) a Default or Event of Default has occurred and is continuing or (B) the Company would not be in compliance on a pro forma basis with Sections 9.09 through 9.11 hereof, as at the last day of the latest fiscal quarter. Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase. (ii) If any Lender is willing, in its sole and absolute discretion, to make Incremental Term Loans hereunder, it shall execute and deliver to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date (which shall not be earlier than the then Initial Term Loan Maturity Date), (iii) the amortization schedule for such Incremental Term Loans (the average weighted life of which shall not be shorter than that of the remaining Weighted Average Life to Maturity of the Initial Term Loans, i.e., such Incremental Term Loans may amortize in annual amounts of up to 5% of the original principal amount of such Incremental Term Loans) and (iv) the proposed original issue discount applicable to such Incremenq

Loans, Etc. 2.01. US$ LoansLOANS; US$-Canadian Loans-CANADIAN LOANS; MultiMULTI-Currency LoansCURRENCY LOANS; C$ LoansLOANS; Swingline LoansSWINGLINE LOANS; Term LoansTERM LOANS. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to each of the US$ Borrowers in Dollars, Pounds Sterling and euros Dollars (“"US$ Loans”LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to each of the US$-Canadian Borrowers and any Additional Borrowers in Dollars or Canadian Dollars (“"US$-Canadian Loans”-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Multi-Currency Borrowers and any Additional Borrowers in any Multi-Currency other than Canadian Dollars (“Multi"MULTI-Currency Loans”CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrowers and any Additional Borrowers Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto hereto, and (v) each Initial Term Lender severally agrees to make a term loan to the Company in Dollars (“Initial Term Loans”"TERM LOANS") on the Closing Effective Date in an amount equal not to exceed the Initial amount of the Term Commitment of such Initial Term Lender and such Initial Term Loans may be either ABR Loans or Eurocurrency Loans, as determined by the Company and notified to the Administrative AgentLender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$ Borrowers may (x) borrow, repay and reborrow (A) the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated in Dollars Multi-Currency Loans by means of ABR Loans or Eurocurrency Loans, as applicable and (B) the non-Dollar-denominated US$ Loans by means of Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$ US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$-Canadian Borrowers may (x) borrow, repay and reborrow (A) US$-Canadian Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) non-Dollar-denominated US$-Canadian Loans by means of CDOR Loans and (y) convert the Dollar-denominated US$-Canadian Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Multi-Currency Borrowers may (x) borrow, repay and reborrow (A) Multi-Currency Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans and (B) the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency Loans or, in the case of Multi-Currency Loans denominated in Australian Dollars, BBSY Loans, and (y) convert the Dollar-denominated Multi-Currency Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans or, in the case of Loans denominated in Australian Dollars, BBSY Loans, for subsequent Interest Periods. Unless otherwise provided herein, all US$ Loans made to the US$ Borrowers, other than Dollar-denominated US$ Loans, and all Multi-Currency Loans made to the Multi-Currency Borrowersand all US$-Canadian Loans, other than Dollar-denominated Multi-Currency Loans and Australian Dollar-denominated Multi-Currency Loans, shall be made, maintained and continued as Eurocurrency Loans. All Multi-Currency Loans denominated in Australian Dollars shall be made, maintained and continued as BBSY Loans. Unless otherwise provided herein, all US$-Canadian Loans made to the US$-Canadian Borrowers, other than Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as CDOR Loans or, in the case of US$-Canadian Swingline Loans only, C$ Prime Loans or Agreed Rate Eurocurrency Loans. Without limiting the terms of the Parent Guaranty, the Company Guaranty or the Subsidiary Guaranty, or any Security Documents, each Borrower under any applicable Commitments shall be not be deemed to be a co-borrower or otherwise jointly liable with any other Borrower under such Commitments as to the Loans or the Letter of Credit Liability of such other Borrower. (ib) Notwithstanding anything The Loans outstanding under the Existing Credit Agreement on the Effective Date other than the Tranche A Term Loans and the Tranche B Term Loans thereunder (which shall be prepaid in full on the Effective Date) shall continue to be outstanding and shall be continued under this Agreement (such Loans to be continuing, the "EXISTING LOANS"). (c) The Swingline Lender agrees to make a portion of the credit otherwise available to the contrary contained in this Agreement, Company under the Company may request US$ Commitments from time to time during the Commitment Period by making swing line loans ("SWINGLINE LOANS") to the Company in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Swingline Commitment (notwithstanding that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed an amount whichSwingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Commitments Loans, may exceed the Swingline Commitment then in effect and the outstanding Term Loans is equal to $2,250,000,000. The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company’s requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an “Other Lender”) to become a party to and a Lender under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s request for an increase shall be deemed a rejection by such Lender of the Company’s request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”effect), it shall enter into a written agreement to PROVIDED that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a “Commitment Increase Supplement”), which agreement shall specify, among other things, (x) the amount of the increased Revolving Commitment of such Increasing Lender and (y) the allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender’s increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender that is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Administrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, substantially in the form of Exhibit L (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender that executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Obligors, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 and 10 of Exhibit I-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender’s Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender that in either case results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and the execution by such Increasing Lender of a Revolving Commitment Increase Supplement or by such Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of such all US$ Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the relevant aggregate Revolving US$ Commitments hereunder after giving as in effect from time to any increase thereof. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agenttime. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of each Additional Lender’s Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent, and During the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. (i) Notwithstanding anything to the contrary contained in this AgreementPeriod, the Company may request at any time or from time to time that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans use the Swingline Commitment by borrowing, repaying and reborrowing, all in any Multi-Currency other than Rand and Zloty in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed an amount which, when aggregated accordance with the Revolving Commitments then terms and conditions hereof. Swingline Loans shall be ABR Loans only. For purposes of calculating the commitment fee payable in effect, and the outstanding Term Loans, is equal to $2,250,000,000. The Company may (I) request any of one or more respect of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender US$ Commitments under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, (A) a Default or Event of Default has occurred and is continuing or (B) the Company would not be in compliance on a pro forma basis with Sections 9.09 through 9.11 hereof, as at the last day of the latest fiscal quarter. Upon any such request pursuant to this Section 2.01(c)(i) by the Company2.03, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase. (ii) If any Lender is willing, in its sole and absolute discretion, to make Incremental Term Swingline Loans hereunder, it shall execute and deliver to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date (which shall not be earlier than the then Initial Term Loan Maturity Date), (iii) the amortization schedule for such Incremental Term Loans (the average weighted life of which shall not be shorter than that treated as usage of the remaining Weighted Average Life to Maturity of the Initial Term Loans, i.e., such Incremental Term US$ Commitments. Swingline Loans may amortize in annual amounts of up to 5% of the original principal amount of such Incremental Term Loans) and (iv) the proposed original issue discount applicable to such Incremenshall be Dollar-denominated Loans only.

Loans, Etc. 2.01. 2.1 US$ LoansLOANS; US$-Canadian Loans-CANADIAN LOANS; MultiMULTI-Currency LoansCURRENCY LOANS; C$ LoansLOANS; Swingline LoansTRANCHE A TERM LOANS; Term LoansTRANCHE B TERM LOANS. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to each of the US$ Borrowers in Dollars, Pounds Sterling and euros Dollars (“"US$ Loans”LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to each of the US$-Canadian Borrowers and any Additional Borrowers in Dollars or Canadian Dollars (“"US$-Canadian -CANADIAN Loans”") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian CommitmentsLoans, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Multi-Currency Borrowers and any Additional Borrowers in any Multi-Currency other than Canadian Dollars (“Multi"MULTI-Currency Loans”CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrowers and any Additional Borrowers Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto and hereto, (v) each Initial Tranche A Term Lender severally agrees to make a term loan to the Company in Dollars (“Initial Term Loans”"TRANCHE A TERM LOANS") on the Closing Effective Date in an amount equal not to exceed the Initial amount of the Tranche A Term Commitment of such Initial Tranche A Term Lender and such Initial (vi) each Tranche B Term Loans may be either ABR Loans or Eurocurrency Loans, as determined by Lender severally agrees to make a term loan to the Company and notified in Dollars ("TRANCHE B TERM LOANS") on the Effective Date in an amount not to exceed the Administrative Agentamount of the Tranche B Term Commitment of such Tranche B Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$ Borrowers may (x) borrow, repay and reborrow (A) the US$ Loans, the US$-Canadian Loans and the Dollar-denominated in Dollars Multi-Currency Loans by means of ABR Loans or Eurocurrency Loans, as applicable and (B) the non-Dollar-denominated US$ Loans by means of Eurocurrency Loans and (y) convert the US$ Loans, the US$-Canadian Loans, the Dollar-denominated US$ Multi-Currency Loans, the Tranche A Term Loans or the Tranche B Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$-Canadian Borrowers may (x) borrow, repay and reborrow (A) US$-Canadian Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) non-Dollar-denominated US$-Canadian Loans by means of CDOR Loans and (y) convert the Dollar-denominated US$-Canadian Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Multi-Currency Borrowers may (x) borrow, repay and reborrow (A) Multi-Currency Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans and (B) the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency Loans or, in the case of Multi-Currency Loans denominated in Australian Dollars, BBSY Loans, and (y) convert the Dollar-denominated Multi-Currency Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans or, in the case of Loans denominated in Australian Dollars, BBSY Loans, for subsequent Interest Periods. Unless otherwise provided herein, all US$ Loans made to the US$ Borrowers, other than Dollar-denominated US$ Loans, and all Multi-Currency Loans made to the Multi-Currency Borrowers, other than Dollar-denominated Multi-Currency Loans and Australian Dollar-denominated Multi-Currency Loans, shall be made, maintained and continued as Eurocurrency Loans. All Multi-Currency Loans denominated in Australian Dollars shall be made, maintained and continued as BBSY Loans. Unless otherwise provided herein, all US$-Canadian Loans made to the US$-Canadian Borrowers, other than Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as CDOR Loans or, in the case of US$-Canadian Swingline Loans only, C$ Prime Loans or Agreed Rate Loans. Without limiting the terms of the Parent Guaranty, the Company Guaranty or the Subsidiary Guaranty, or any Security Documents, each Borrower under any applicable Commitments shall be not be deemed to be a co-borrower or otherwise jointly liable with any other Borrower under such Commitments as to the Loans or the Letter of Credit Liability of such other Borrower. (ib) Notwithstanding anything The Loans outstanding under the Existing Credit Agreement on the Effective Date (the "EXISTING LOANS") shall continue to the contrary contained in this Agreement, the Company may request from time to time that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed an amount which, when aggregated with the Revolving Commitments then in effect outstanding and the outstanding Term Loans is equal to $2,250,000,000. The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company’s requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an “Other Lender”) to become a party to and a Lender continued under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s request for an increase shall be deemed a rejection by such Lender of the Company’s request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a “Commitment Increase Supplement”), which agreement shall specify, among other things, (x) the amount of the increased Revolving Commitment of such Increasing Lender and (y) the allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender’s increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender that is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Administrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, substantially in the form of Exhibit L (an “Additional Lender Supplement”), which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender that executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (iii) In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Obligors, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 and 10 of Exhibit I-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender’s Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender that in either case results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and the execution by such Increasing Lender of a Revolving Commitment Increase Supplement or by such Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of such Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of each Additional Lender’s Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request at any time or from time to time that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in any Multi-Currency other than Rand and Zloty in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed an amount which, when aggregated with the Revolving Commitments then in effect, and the outstanding Term Loans, is equal to $2,250,000,000. The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, provided that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, (A) a Default or Event of Default has occurred and is continuing or (B) the Company would not be in compliance on a pro forma basis with Sections 9.09 through 9.11 hereof, as at the last day of the latest fiscal quarter. Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase. (ii) If any Lender is willing, in its sole and absolute discretion, to make Incremental Term Loans hereunder, it shall execute and deliver to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date (which shall not be earlier than the then Initial Term Loan Maturity Date), (iii) the amortization schedule for such Incremental Term Loans (the average weighted life of which shall not be shorter than that of the remaining Weighted Average Life to Maturity of the Initial Term Loans, i.e., such Incremental Term Loans may amortize in annual amounts of up to 5% of the original principal amount of such Incremental Term Loans) and (iv) the proposed original issue discount applicable to such Incremen

Loans, Etc. 2.01. US$ LoansLOANS; US$-Canadian Loans-CANADIAN LOANS; MultiMULTI-Currency LoansCURRENCY LOANS; C$ LoansLOANS; Swingline LoansSWINGLINE LOANS; Term LoansTERM LOANS. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to each of the Company in Dollars ("US$ Borrowers in Dollars, Pounds Sterling and euros (“US$ Loans”LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to each of the US$-Canadian Borrowers and any Additional Borrowers Company in Dollars or Canadian Dollars (“"US$-Canadian Loans”-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, provided that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Multi-Currency Borrowers and any Additional Borrowers Company in any Multi-Currency other than Canadian Dollars (“Multi"MULTI-Currency Loans”CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, provided PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrowers and any Additional Borrowers Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto hereto, and (v) each Initial Term Lender severally agrees to make a term loan to the Company in Dollars (“Initial Term Loans”"INITIAL TERM LOANS") on the Closing Effective Date in an amount equal not to exceed the amount of the Initial Term Commitment of such Initial Term Lender and such Initial Term Loans may be either ABR Loans or Eurocurrency Loans, as determined by the Company and notified to the Administrative AgentLender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$ Borrowers Company may (x) borrow, repay and reborrow (A) the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated in Dollars Multi-Currency Loans by means of ABR Loans or Eurocurrency Loans, as applicable and (B) the non-Dollar-denominated US$ Loans by means of Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$ US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the US$-Canadian Borrowers may (x) borrow, repay and reborrow (A) US$-Canadian Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans, as applicable and (B) non-Dollar-denominated US$-Canadian Loans by means of CDOR Loans and (y) convert the Dollar-denominated US$-Canadian Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Multi-Currency Borrowers may (x) borrow, repay and reborrow (A) Multi-Currency Loans denominated in Dollars by means of ABR Loans or Eurocurrency Loans and (B) the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency Loans or, in the case of Multi-Currency Loans denominated in Australian Dollars, BBSY Loans, and (y) convert the Dollar-denominated Multi-Currency Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans or, in the case of Loans denominated in Australian Dollars, BBSY Loans, for subsequent Interest Periods. Unless otherwise provided herein, all US$ Multi-Currency Loans and all US$-Canadian Loans made to the US$ Borrowers, other than Dollar-denominated US$ Loans, and all Multi-Currency Loans made to the Multi-Currency BorrowersCompany, other than Dollar-denominated Multi-Currency Loans and Australian Dollar-denominated Multi-Currency Loans, shall be made, maintained and continued as Eurocurrency Loans. All Multi-Currency Loans denominated in Australian Dollars shall be made, maintained and continued as BBSY Loans. Unless otherwise provided herein, all US$-Canadian Loans made to the US$-Canadian Borrowers, other than Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as CDOR Loans orEurocurrency Loans. Notwithstanding the foregoing, in connection with the case making of US$-Canadian Swingline Loans onlyany Initial Term Loan pursuant to this clause (v) of this Section 2.01(a), C$ Prime Loans by delivering notice to the Administrative Agent prior to the Effective Date, any Initial Term Lender may elect to convert all or Agreed Rate Loans. Without limiting the terms part of the Parent Guaranty, outstanding principal amount of such Lender's existing term loans under the Company Guaranty or the Subsidiary Guaranty, or any Security Documents, each Borrower under any applicable Commitments shall be not be deemed to be Existing Credit Agreement into a co-borrower or otherwise jointly liable with any other Borrower under such Commitments as principal amount of Initial Term Loans hereunder equal to the Loans or the Letter of Credit Liability of such other Borrowerprincipal amount so converted. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request from time to time that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed an $200,000,000 LESS the aggregate amount which, when aggregated with the Revolving Commitments then in effect and the outstanding of borrowings of Incremental Term Loans is equal pursuant to $2,250,000,000Section 2.01(c). The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company’s 's requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an “Other Lender”"OTHER LENDER") to become a party to and a Lender under this Agreement, provided PROVIDED that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender’s 's Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s 's request for an increase shall be deemed a rejection by such Lender of the Company’s 's request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment. (ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”"INCREASING LENDER"), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a “Commitment Increase "COMMITMENT INCREASE Supplement”"), which agreement shall specify, among other things, (x) the amount of the increased Revolving Commitment of such Increasing Lender and (y) the allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender’s 's increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender that which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Administrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, substantially in the form of Exhibit L (an “Additional Lender Supplement”"ADDITIONAL LENDER SUPPLEMENT"), which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “"Lender” " hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender that which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “"Lender” " hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender"ADDITIONAL LENDER.”" (iii) In no event shall an increase in a Lender’s 's Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the ObligorsCompany, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 5 and 10 7 of Exhibit I-1 G-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender’s 's Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender’s 's Revolving Commitment or the Revolving Commitment of an Other Lender that in either case which results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender’s 's Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and the execution by such an Increasing Lender of a Revolving Commitment Increase Supplement or by such an Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of such Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s 's share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof. (iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of each Additional Lender’s 's Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. (c) (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request at any time or from time to time not more than twice that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in any Multi-Currency other than Rand and Zloty in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed an amount which, when aggregated with $200,000,000 in the aggregate LESS any increase in the Revolving Commitments then in effect, and the outstanding Term Loans, is equal pursuant to $2,250,000,000Section 2.01(b). The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, provided PROVIDED that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, (A) a Default or Event of Default has occurred and is continuing or (B) the Company would not be in compliance on a pro forma basis with Sections 9.09 through 9.11 hereof, as at the last day of the latest fiscal quartercontinuing. Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase. (ii) If any Lender is willing, in its sole and absolute discretion, to make Incremental Term Loans hereunder, it shall execute and deliver to the Administrative Agent an Incremental Term Loan Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date (which shall not be earlier than the then Initial Term Loan Maturity Date), (iii) the amortization schedule for such Incremental Term Loans (the average weighted life of which shall not be shorter than that of the remaining Weighted Average Life to Maturity of the Initial Term Loans, i.e., such Incremental Term Loans may amortize in annual amounts of up to 5% of the original principal amount of such Incremental Term Loans) and (iv) the proposed original issue discount applicable to such Incremen