Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall deliver to Administrative Agent a certificate of each Obligated Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Obligated Party # certifying and attaching the resolutions adopted by such Obligated Party approving or consenting to such increase, and # in the case of Borrower, certifying that, before and after giving effect to such increase, # the representations and warranties contained in Article 6 and the other Loan Documents # that contain a materiality qualification, are true and correct on and as of the Increase Effective Date and # that do not contain a materiality qualification, are true and correct in all material respects on and as of the Increase Effective Date, and, except to the extent that such representations and warranties specifically

Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except # borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, # indebtedness to trade creditors financial institutions or other lenders incurred in the ordinary course of business or # borrowings, the proceeds of which shall be used to repay this Note.

Borrowings. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by [[Organization B:Organization]] ratably in accordance with their respective Applicable Percentages under the applicable Facility, provided that # Additional Tranche B Loans shall be made as provided in the Sixth Amendment, # the Initial First-Out Loan shall be made as provided in the Seventh Amendment and # any Additional First-Out Loan shall be made as provided in the applicable Additional First-Out Loan Amendment. Each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may request in accordance herewith.

Adjustments Upon Certain Events. Subject to the terms of the Plan, in the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an "Adjustment Event"), the Committee shall, in its sole discretion, make an appropriate and equitable adjustment in the number of MSUs subject to this Agreement, the relevant stock price measurements and such other terms related to the MSUs to reflect such Adjustment Event. Any such adjustment made by the Committee shall be final and binding upon the Participant, the Company and all other interested persons.

Adjustments Upon Certain Events. The Committee may, in its sole discretion, take any actions with respect to any unvested Performance RSUs subject to this Agreement pursuant to Section 10 of the Plan.

Adjustments to Revolving Loans. Upon each increase in the Revolving Commitments pursuant to this Section 2.16,

clauses [(B) and (C) above], the Administrative Agent shall pay to each Lender (in the applicable currencies) the portion of such funds that is equal to the difference between # the product of # such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by # the amount of each Initial Borrowing, and # the product of # such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by # the amount of each Subsequent Borrowing; # after the effectiveness of the Commitment Increase, the applicable Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with [Section 2.03]; # each Lender shall be deemed to hold its applicable Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase); and # the Borrowers shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to [clause (i) above] shall be subject to compensation by the applicable Borrower pursuant to the provisions of [Section 2.16] if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.

Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars or in one or more Alternative Currencies, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, # the Total Revolving Outstandings shall not exceed the Revolving Facility, and # the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under [Section 2.05], and reborrow under this Section 2.01(a). Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.

BRPA Borrowings. The amount of all BRPA Borrowings outstanding (including, for the avoidance of doubt, borrowings pursuant to Section 5.12) that are due and payable as of the Closing Date or at any time after the Closing, shall not exceed, in the aggregate, three million dollars ($3,000,000).

BRPA Borrowings. Until the Closing, BRPA shall be allowed to borrow funds from the BRPA Lenders, the Sponsor, its directors, officers, shareholders, and each of their Affiliates to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of BRPA in due course on a non-interest bearing basis (such aggregate amount of outstanding borrowings, the “BRPA Borrowings”). [Schedule 5.12] of the BRPA Schedules sets forth the amount of BRPA Borrowings outstanding as of the date hereof. At the Closing, the outstanding principal and unpaid accrued interest on BRPA Borrowings