Common use of The Advances Clause in Contracts

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

The Advances. (a1) Subject Each applicable Lender severally and not jointly agrees, in accordance with the terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances to the Borrowers from time to time on any Business Day prior to the Maturity Date. The Swingline Lender agrees, in accordance with the terms and conditions of this Agreement, including those in Article V, the Bank shall to make Swingline Advances (the “Working Capital Loan”on a same day basis) to the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant prior to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Maturity Date. (c2) Prior Each Borrowing under the Credit Facility shall consist of Advances made to the date hereof, applicable Borrower on the Bank has made Advances to same day by the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance applicable Lenders in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such applicable Lender’s relevant rateable portion. Each requested Advance shall be in an at least the minimum aggregate amount that is and in an integral multiple of $500,000 and not less than $1,000,000. At the time amount set forth in Schedule 5. (3) The Swingline Lender may, in its sole discretion, give notice to the Agent who shall forthwith notify the Lenders that each Base Rate Advance is made, such Base Rate Advance the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a Base Rate Advance may “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in an aggregate amount that is equal the Accommodations Outstanding under the Credit Facility and the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the entire unused balance Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the total Working Capital Commitment or that is Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of under this Agreement; (ii) that the conditions specified in ARTICLE 7 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrower shall not cause each Swingline Advance to be entitled to request, or to elect to convert or continue, any Advance if repaid in full on the Interest Period requested with respect thereto would end after the maturity date for such Advancelast Business Day of each calendar week.

The Advances. (a) Subject to Each Lender severally and not jointly agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Bridge Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from Availability Period in an amount not to exceed such Lender’s outstanding Commitment immediately prior to the date hereof until making of the Working Capital Loan Maturity Date Bridge Advance. Each Bridge Advance shall be funded in Sterling in an aggregate amount not equal to exceed at the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances of the same Type made simultaneously the same day by the Lenders ratably according to their relevant respective Commitments. All such Bridge Advances shall be denominated in Dollars in an aggregate principal amount equal to the Dollar Equivalent of the Advances funded on such date, determined on such date. Upon the making of any time outstanding Advance by a Lender such Lender’s Commitment will be permanently reduced by the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser aggregate principal amount (as funded in Sterling) of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Basesuch Advance. Within the foregoing limits, the The Borrower may borrow, prepay and reborrow Advances pursuant to the terms hereofSection 2.10; provided that Advances may not be reborrowed once repaid. (b) Subject to Each of the terms Borrower and conditions each Lender severally agrees that if the Bridge Advances have not been repaid in full either (i) on a Demand Failure Date in connection with a Closing Date Securities Demand or a Post-Closing Securities Demand or (ii) by the time specified for payment in Section 2.13(a) on the Bridge Facility Maturity Date, then the outstanding principal amount of this Agreementeach Lender’s Bridge Advances shall, including those in Article Von such Demand Failure Date or the time specified for payment on the Bridge Facility Maturity Date, as applicable, automatically be converted into an advance (individually, an “Extended Advance” and, collectively, the Bank shall make an Advance (the “Equipment LoanExtended Advances”) to the Borrower on such Demand Failure Date or the date hereof Bridge Facility Maturity Date, as applicable, in an aggregate principal amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect equal to the Equipment Loanthen outstanding principal amount of such Lender’s Bridge Advances (collectively, the “Rollover Conversion”). The Equipment Loan Commitment It is understood and agreed that the Bridge Advances that are converted into Extended Advances constitute the same Indebtedness as such Bridge Advances so converted and that no novation shall terminate at be effected by any such conversion. Upon such Rollover Conversion (or, if later, immediately following the close end of business on the Effective DateCertain Funds Period), the Conversion Fee shall be due and payable. (c) Prior Upon conversion of the Bridge Advances into Extended Advances, the Administrative Agent and each Lender shall cancel on its records or in the Register, as applicable, a principal amount of the Bridge Advances held by such Lender corresponding to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Extended Advances issued by such Lender, which corresponding principal amount of Bridge Advances shall remain outstanding following be satisfied by the effectiveness conversion of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”such Bridge Advances into Extended Advances in accordance with Section 2.01(b). The Borrower Amounts repaid in respect of Extended Advances may not reborrow amounts repaid with respect to the Real Estate Loanbe reborrowed. (d) Each Advance Notwithstanding anything to the contrary contained in this Agreement, upon and after the Rollover Conversion, the Extended Advances shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance governed by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. Agreement upon the same terms as the Bridge Advances (eincluding, for the avoidance of doubt, Section 3.04), except that (i) At the commencement of each Interest Period for any Eurodollar AdvanceExtended Advances shall mature on the Extended Advance Maturity Date, such Advance (ii) the Extended Advances shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that bear interest at a Base Rate Advance may be in an aggregate amount that is rate per annum equal to the entire unused balance Total Cap as in effect from time to time and determined in accordance with Section 2.08(a) and (iii) the covenants that would have been applicable to the Demand Securities, had they been issued, will be applicable to the Extended Advances in lieu of the total Working Capital Commitment or that is required to finance the reimbursement corresponding provisions herein. Each of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower and the Administrative Agent shall not be entitled use its reasonable best efforts to request, enter into an amendment (the “Rollover Amendment”) reflecting the foregoing on or to elect to convert or continue, any Advance if before the Interest Period requested with respect thereto would end after the maturity date for of such AdvanceRollover Conversion.

The Advances. (a) Subject to Citibank hereby agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article Vto make advances (each, the Bank shall make Advances (the “Working Capital Loan”an "ADVANCE") to the Borrower from time to time on any Business Day during the period from the date hereof until of this Agreement to (but not including) the Working Capital Loan Maturity Termination Date in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding (the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base"FACILITY"). Within the foregoing limitslimits of the unused portion of the Facility in effect from time to time, the Borrower may borrowborrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow pursuant to the terms hereofunder this Section 1(a). (b) Subject Each Advance shall be made on the same Business Day's notice for Advances bearing interest by reference to the terms Base Rate (as defined below) ("BASE RATE ADVANCES") and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) on three Business Days' notice for Advances bearing interest by reference to the Borrower Adjusted LIBO Rate ("EURODOLLAR RATE ADVANCES") subject to a notice of borrowing (a "NOTICE OF BORROWING") being delivered to Citibank not later than 11:00 A.M. (New York City time) on the applicable notice date hereof which sets forth the same information and provides the same certifications and assurances as are required to be included in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans comparable Borrowing Request delivered under the Existing Credit Agreement. Such Advances Upon fulfillment of the applicable conditions set forth in Sections 2, if applicable, and 3, Citibank will make the proceeds of such Advance available to the Borrower at the account specified by the Borrower in the related Notice of Borrowing. All Notices of Borrowing may be delivered by telephone and confirmed in writing. For purposes of this Agreement, "BASE RATE" means, for any day, a fluctuating rate per annum in effect from time to time, which rate per annum shall remain be equal to the higher of (a) the rate of interest publicly announced by Citibank in New York, New York as its base rate in effect on such day and (b) the sum of (i) 1/2 of 1% per annum and (ii) the Federal Funds Effective Rate in effect on such day. (c) The Facility shall be automatically terminated and the Borrower shall repay to Citibank the aggregate principal amount of all outstanding Advances, together with accrued and unpaid interest thereon, on the earlier of July __, 2003 and the date of the termination of the Facility in full pursuant to Section 1 hereof or Article VII of the Existing Credit Agreement as incorporated herein by reference (the "TERMINATION DATE"). Upon the issuance by the Borrower or any of its Subsidiaries of any debt security in the capital markets with a maturity in excess of one year and in an amount of $100,000,000 or more, the Facility shall automatically reduce by an amount equal to the net cash proceeds from any such issuance on the Business Day next following the effectiveness date of this Agreement and are hereinafter referred to collectively as receipt by the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loanor its Subsidiaries of such proceeds. (d) Each Advance shall be either a Base Rate Advance The Borrower may, upon at least three Business Days' notice to Citibank, terminate in whole or a Eurodollar Advance as reduce in part the Borrower may request in accordance herewithunused portions of the Facility. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of shall, on each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.date

The Advances. (a) Subject to Each Revolving Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those to make Revolving Credit Advances in Article V, the Bank shall make Advances (the “Working Capital Loan”) Dollars to the any Borrower from time to time on any Business Day during the period from the date hereof Closing Date until the Working Capital Loan Maturity Date in an up to the full amount of such Revolving ▇▇▇▇▇▇’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation Revolving Commitments of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount that is of $5,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and not less than $1,000,000shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. At The Borrowers may borrow under this Section 2.01(a) subject to limitation set forth in this Section 2.01(a), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a). (b) In connection with the time that Existing Credit Agreement, each Base Rate Advance is Term Loan Lender severally made, such Base Rate Advance shall be on the terms and conditions set forth therein, Term Loan Advances to ROC in an aggregate principal amount equal to THREE HUNDRED AND FIFTY MILLION DOLLARS ($350,000,000). The outstanding principal amount of Term Loan Advances as of the Closing Date is TWO HUNDRED MILLION DOLLARS ($200,000,000). The Term Loan Advances are not revolving commitments, and ROC shall not have the right to repay and reborrow under this Section 2.01(b). It is understood and agreed that is an integral multiple ROC shall be the only Borrower for purposes of $500,000 this Section 2.01(b). 13560288v14 (c) In connection with the Existing First Amendment and not less than $1,000,000; provided that a Base Rate Advance may be on the terms and conditions set forth in the Existing Credit Agreement and therein, the 2016 Incremental Term Loan Lenders made 2016 Incremental Term Loan Advances to ROC in an aggregate principal amount that is equal to the entire unused balance THREE HUNDRED MILLION DOLLARS ($300,000,000) on April 28, 2016. The outstanding principal amount of 2016 Incremental Term Loan Advances as of the total Working Capital Commitment or that Closing Date is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2016 Incremental Term Loan Advances of more than one Type may be outstanding at the same timeare not revolving commitments, provided that there and ROC shall not at any time have the right to repay and reborrow under this Section 2.01(c). It is understood and agreed that ROC shall be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision the only Borrower for purposes of this AgreementSection 2.01(c). (d) In connection with the Existing Fourth Amendment and on the terms and conditions set forth in the Existing Credit Agreement and therein, the Borrower 2021 Incremental Term Loan Lenders made 2021 Incremental Term Loan Advances to RLP in an aggregate principal amount equal to TWO HUNDRED MILLION DOLLARS ($200,000,000) on January 4, 2022. The outstanding principal amount of 2021 Incremental Term Loan Advances as of the Closing Date is TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2021 Incremental Term Loan Advances are not revolving commitments, and RLP shall not have the right to repay and reborrow under this Section 2.01(d). It is understood and agreed that RLP shall be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date only Borrower for such Advancepurposes of this Section 2.01(d).

The Advances. (a) Subject to The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Advances advances (the “Working Capital Loan”each a "Revolving Credit Advance") to the each Borrower from time to time on any Business Day during the period from the date hereof Effective Date until the Working Capital Loan Maturity Termination Date in an amount for each such Revolving Credit Advance (determined in the case of any Revolving Credit Advance denominated in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) not to exceed such Lender's Unused Revolving Credit Commitment at such time; provided, however, that, after giving effect to such Revolving Credit Borrowing, the sum of (x) the aggregate principal amount of all Revolving Credit Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the Revolving Credit Facility on such Business Day. Each Revolving Credit Borrowing shall be in an aggregate amount not of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit Borrowing is denominated) (other than a Borrowing the proceeds of which shall be used solely to exceed at any time repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the Working Capital Commitmentsame Type and in the same currency made simultaneously by the Lenders ratably according to their Revolving Credit Commitments; provided, however, that after giving effect to any Revolving Credit Borrowing denominated in a Primary Currency, the Working Capital Exposure Foreign Loan Amount on such date shall at no time not exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base$55,000,000. Within 25 19 the foregoing limitslimits of each Lender's Commitment, the Borrower Borrowers may borrowborrow under this Section 2.01, prepay pursuant to Section 2.11 and reborrow pursuant to the terms hereofunder this Section 2.01. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject The Revolving Credit Advances. ------------ ----------------------------- Each of the Existing Revolving Credit Lenders will, as of the Effective Date, sell and assign to the other Revolving Credit Lenders an interest in and to all of its respective rights and obligations under and in respect of the Existing Revolving Credit Advances set forth opposite such Existing Revolving Credit Lender's name on Part A of Schedule I hereto under the caption "Existing Revolving Credit Advances", and each of the other Revolving Credit Lenders will purchase and assume that portion of such Existing Revolving Credit Advances set forth opposite such other Revolving Credit Lender's name on Part A of Schedule I hereto under the caption "Existing Revolving Credit Advances". Each of the Revolving Credit Lenders severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those to make advances (each, a "REVOLVING CREDIT ADVANCE") in Article V, the Bank shall make Advances (the “Working Capital Loan”) U.S. dollars to the Borrower Borrowers from time to time on any Business Day during the period from the date hereof of this Agreement until the Working Capital Loan Maturity Termination Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an for each such Revolving Credit Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan CommitmentUnused Revolving Credit Commitment of such Revolving Credit Lender at such time. The Borrower may not reborrow amounts repaid with respect Existing Revolving Credit Advances referred to opposite the Equipment Loan. The Equipment Loan Commitment shall terminate at the close name of business such Revolving Credit Lender on Part A of Schedule I hereto and outstanding on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance Date shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank deemed to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms be Revolving Credit Advances for all purposes of this Agreement. (e) At . Each of the commencement of each Interest Period for any Eurodollar Advance, such Advance Revolving Credit Borrowings shall be in an aggregate amount that is of $10,000,000 or an integral multiple of $500,000 and not less than $1,000,000. At 1,000,000 in excess thereof (or, if less, the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital aggregate Unused Revolving Credit Commitments). Each of the Revolving Credit Borrowings shall consist of Revolving Credit Advances made simultaneously by the Revolving Credit Lenders in accordance with their respective Pro Rata Shares of the Revolving Credit Facility. Within the limits of the Unused Revolving Credit Commitment or that is required of each of the Revolving Credit Lenders in effect from time to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total each of four Eurodollar Advances outstanding. Notwithstanding any other provision of the Borrowers may borrow under this AgreementSection 2.01(a), the Borrower shall not be entitled prepay pursuant to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.05(a) and reborrow under this Section 2.01(a).

The Advances. (a) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment. Within the limits of the Working Capital Commitment, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) The Bank has previously made an Advance (the “Original Equipment Loan”) to the Borrower on February 14, 2005, having an original principal amount of $7,000,000. The Original Equipment Loan has a current outstanding principal balance of $6,299,998.98. The Borrower may not reborrow amounts repaid with respect to the Original Equipment Loan. (c) The Bank has previously made an Advance (the “Original Real Estate Loan”) to the Borrower on February 14, 2005, having an original principal amount of $885,437. The Original Real Estate Loan has a current outstanding principal balance of $826,922.12. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Additional Equipment Loan”) to the Borrower on the date hereof Amendment Effective Date in an aggregate amount not to exceed the Additional Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Additional Equipment Loan. The Additional Equipment Loan Commitment shall terminate at the close of business on the Amendment Effective Date. (ce) Prior Subject to the date hereofterms and conditions of this Agreement, including those in Article V, the Bank has made Advances to the Borrower having shall make an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as Advance (the “Additional Real Estate Loan”) to the Borrower on the Amendment Effective Date in an aggregate amount not to exceed the lesser of (i) the Additional Real Estate Commitment and (ii) 75% of the appraised value of the Additional Real Property. The Borrower may not reborrow amounts repaid with respect to the Additional Real Estate Loan. The Additional Real Estate Commitment shall terminate at the close of business on the Amendment Effective Date. (df) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank Subject to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms and conditions of this Agreement. , including those in Article V, the Bank shall make an Advance (ethe “Acquisition Loan”) At to the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be Borrower on the Amendment Effective Date in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000to exceed the Acquisition Commitment. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and The Borrower may not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal reborrow amounts repaid with respect to the entire unused balance of the total Working Capital Acquisition Loan. The Acquisition Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding shall terminate at the same time, provided that there shall not at any time be more than a total close of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, business on the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceAmendment Effective Date.

The Advances. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including those in Article Vhereinafter set forth, the Bank Lenders, severally but not jointly, shall make Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in Availability Period, make loans (each an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment LoanAdvance”) to the Borrower on the date hereof a revolving basis in an aggregate amount outstanding up to but not exceeding (i) the amount of such ▇▇▇▇▇▇’s Commitment or (ii) such amount as maybe agreed to in the sole discretion of each Lender as provided in clause (b) below; provided, that no such Advance shall cause (x) a Borrowing Base Deficiency or a Funding Base Deficiency or (y) the Aggregate Outstandings to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid Aggregate Facility Amount; (b) During the Availability Period, to the extent any Notice of Borrowing requests Advances the making of which would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, upon the terms and subject to the conditions hereinafter set forth, each Lender may, in its sole and absolute 752805876 23733713 discretion, with respect to the Equipment Loanamount of such requested Advances that would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, make such Advance to the Borrower; provided, that no such Advance shall cause (i) the Aggregate Outstandings to exceed the Aggregate Facility Amount or (ii) a Borrowing Base Deficiency or Funding Base Deficiency. The Equipment Loan Borrower hereby acknowledges and agrees that, notwithstanding any provision of this Agreement, or any other Transaction Document, no Lender has any obligation to make any Advances in excess of the amount of its Commitment and this Agreement does not create, and shall terminate at not be construed to create, any contractual or other commitment by any Lender to make any Advance in excess of the close amount of business on the Effective Dateits Commitment. (c) Prior Following the Closing Date and the initial Advance, no more than the Maximum Borrowing Percentage of the Aggregate Commitment Amount shall be permitted to be drawn in [***], unless otherwise agreed by the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate LoanAdministrative Agent. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as Subject to the Borrower may request in accordance herewith. The Bank at its option may make foregoing clauses (a), (b) and (c), any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance Advances prepaid may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advancereborrowed.

The Advances. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including those in Article Vhereinafter set forth, the Bank Lenders, severally but not jointly, shall make Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in Availability Period, make loans (each an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment LoanAdvance”) to the Borrower on the date hereof a revolving basis in an aggregate amount outstanding up to but not exceeding (i) the amount of such ▇▇▇▇▇▇’s Commitment or (ii) such amount as maybe agreed to in the sole discretion of each Lender as provided in clause (b) below; provided, that no such Advance shall cause (x) a Borrowing Base Deficiency or a Funding Base Deficiency or (y) the Aggregate Outstandings to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid Aggregate Facility Amount; (b) During the Availability Period, to the extent any Notice of Borrowing requests Advances the making of which would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, upon the terms and subject to the conditions hereinafter set forth, each Lender may, in its sole and absolute discretion, with respect to the Equipment Loanamount of such requested Advances that would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, make such Advance to the Borrower; provided, that no such Advance shall cause (i) the Aggregate Outstandings to exceed the Aggregate Facility Amount or (ii) a Borrowing Base Deficiency or Funding Base Deficiency. The Equipment Loan Borrower hereby acknowledges and agrees that, notwithstanding any provision of this Agreement, or any other Transaction Document, no Lender has any obligation to make any Advances in excess of the amount of its Commitment and this Agreement does not create, and shall terminate at not be construed to create, any contractual or other commitment by any Lender to make any Advance in excess of the close amount of business on the Effective Dateits Commitment. (c) Prior Following the Closing Date and the initial Advance, no more than the Maximum Borrowing Percentage of the Aggregate Commitment Amount shall be permitted to be drawn [***], unless otherwise agreed by the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate LoanAdministrative Agent. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as Subject to the Borrower may request in accordance herewith. The Bank at its option may make foregoing clauses (a), (b) and (c), any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance Advances prepaid may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advancereborrowed.

The Advances. (a) Subject to Each Revolving Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those to make Revolving Credit Advances in Article V, the Bank shall make Advances (the “Working Capital Loan”) Dollars to the any Borrower from time to time on any Business Day during the period from the date hereof Closing Date until the Working Capital Loan Maturity Date in an up to the full amount of such Revolving ▇▇▇▇▇▇’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation Revolving Commitments of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount that is of $5,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and not less than $1,000,000shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. At The Borrowers may borrow under this Section 2.01(a) subject to limitation set forth in this Section 2.01(a), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a). (b) In connection with the time that Original Rayonier Credit Agreement, each Base Rate Advance is 2015 Rayonier Term Loan Lender severally made, such Base Rate Advance shall be on the terms and conditions set forth therein, 2015 Rayonier Term Loan Advances to ROC in an aggregate principal amount equal to THREE HUNDRED AND FIFTY MILLION DOLLARS ($350,000,000). The outstanding principal amount of 2015 Rayonier Term Loan Advances as of the Closing Date is TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2015 Rayonier Term Loan Advances are not revolving commitments, and ROC shall not have the right to repay and reborrow under this Section 2.01(b). It is understood and agreed that is an integral multiple ROC shall be the only Borrower for purposes of $500,000 this Section 2.01(b). (c) In connection with the Original Rayonier First Amendment and not less than $1,000,000; provided that a Base Rate Advance may be on the terms and conditions set forth in the Original Rayonier Credit Agreement and therein, the 2016 Rayonier Incremental Term Loan Lenders made 2016 Rayonier Incremental Term Loan Advances to ROC in an aggregate principal amount that is equal to the entire unused balance THREE HUNDRED MILLION DOLLARS ($300,000,000) on April 28, 2016. The outstanding principal amount of 2016 Rayonier Incremental Term Loan Advances as of the total Working Capital Commitment or that Closing Date is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2016 Rayonier Incremental Term Loan Advances of more than one Type may be outstanding at the same timeare not revolving commitments, provided that there and ROC shall not at any time have the right to repay and reborrow under this Section 2.01(c). It is understood and agreed that ROC shall be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision the only Borrower for purposes of this AgreementSection 2.01(c). (d) In connection with the Original Rayonier Fourth Amendment and on the terms and conditions set forth in the Original Rayonier Credit Agreement and therein, the Borrower 2021 Rayonier Incremental Term Loan Lenders made 2021 Rayonier Incremental Term Loan Advances to RLP in an aggregate principal amount equal to TWO HUNDRED MILLION DOLLARS ($200,000,000) on January 4, 2022. The outstanding principal amount of 2021 Rayonier Incremental Term Loan Advances as of the Closing Date is TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2021 Rayonier Incremental Term Loan Advances are not revolving commitments, and RLP shall not have the right to repay and reborrow under this Section 2.01(d). It is understood and agreed that RLP shall be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date only Borrower for such Advancepurposes of this Section 2.01(d).

The Advances. (a) Subject to the terms and conditions set forth herein, (i) each Lender severally agrees to make a loan in Dollars to Borrower on the Initial Funding Date in an amount requested by Borrower, such amount not to exceed such Lender’s Closing Date Commitment (any such loan, an “Initial Advance”); provided that the aggregate principal amount of this Agreementall Initial Advances shall not be less than the Minimum Aggregate Initial Advance Amount or more than the Aggregate Closing Date Commitment Amount, (ii) if the Advances made on the Initial Funding Date are less than the Aggregate Closing Date Commitment Amount, including those in Article V, the Bank shall make Advances (the “Working Capital Loan”) to the Borrower at any time from time to time after the Closing Date and prior to the earlier of (x) the first anniversary of the Closing Date and (y) the Accordion Funding Date, each Lender severally agrees to make a loan in Dollars to Borrower on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date agreed for making of such loan (a “Delayed Funding Date”) in an aggregate amount requested by Borrower, such amount not to exceed any then‑available Closing Date Commitment of such Lender (any such loan, a “Delayed Advance”) (it being understood, for the avoidance of doubt, that the aggregate principal amount of all Advances outstanding immediately after giving effect to any such Delayed Advances shall not exceed the Aggregate Closing Date Commitment Amount), and (iii) at any time outstanding after the Working Capital CommitmentDelayed Funding Date, if applicable, and prior to the sixteenth-month anniversary of the Closing Date, each Lender severally agrees to make an additional loan in Dollars to Borrower on the date agreed for the making of such additional loan (the “Accordion Funding Date”) in an amount requested by Borrower, such amount not to exceed such Lender’s Accordion Commitment (any such loan, an “Accordion Advance” and together with the Initial Advances and Delayed Advances, if applicable, the “Advances” and each an “Advance”); provided that the aggregate principal amount of all Accordion Advances shall not exceed the Aggregate Accordion Commitment Amount; provided, howeverfurther, that there shall be only one Accordion Funding Date, in each case, by making immediately available funds available to Administrative Agent (or an account designated by Administrative Agent). After Administrative Agent’s receipt of such funds on the Working Capital Exposure relevant Funding Date and upon fulfillment of the relevant conditions set forth in Article 4, Administrative Agent shall make such funds as it has received available to Borrower by depositing such funds into the Funding Account; provided that Administrative Agent shall, at no time exceed Borrower’s request, net any Advance due to Borrower against any amount payable by Borrower hereunder in accordance with each Lender’s respective Applicable Percentage. Following the lesser of (y) Delayed Funding Date and the Working Capital Commitment or (z) Accordion Funding Date, as the Working Capital Loan Borrowing Base. Within the foregoing limitscase may be, the Borrower may borrow, prepay and reborrow pursuant to the terms hereofunused portion of any relevant Commitments shall be permanently terminated. (b) Subject to the terms and conditions of this AgreementAny Advance or any portion thereof, including those in Article Vonce prepaid or repaid, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Datebe reborrowed. (c) Prior to At any time, Borrower shall use the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid same reference interest rate with respect to the Real Estate Loanall Advances hereunder. (d) Each Advance At least three (3) Business Days prior to the relevant Funding Date (or such lesser period as Administrative Agent shall be either approve), Borrower shall notify Administrative Agent of its request for the relevant Advances on such Funding Date by providing a Base Rate Advance or a Eurodollar Advance as Borrowing Notice, and such notice shall include the reference interest rate that Borrower may request in accordance herewithelects with respect to such Advances, subject to clause (c) above. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate Administrative Agent shall promptly notify each Lender of the Bank to make such Advance; provided that any exercise amount of such option shall not affect the obligation Lender’s Applicable Percentage of the Borrower to repay such Advance in accordance with the terms of this Agreementborrowing. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, including those in Article Veach Lender agrees severally, but not jointly, to make its pro rata share of the Bank shall make Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until Closing Date to the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; amount in Dollars (or its equivalent in Euros as herein provided) set opposite such Lender’s name in Schedule II hereof or, howeverif such Lender has entered into any Assignment and Acceptance, that set forth for such Lender in the Working Capital Exposure Register maintained by the Agent and in a revised Schedule II prepared accordingly by the Agent. Total Advances outstanding on any date shall at no time not exceed the lesser of total Commitments for such date, which initially is Eighty Million Dollars (y$80,000,000) and which shall be reduced permanently on each Reduction Date in accordance with Section 2.05 hereof and Schedule X. If the Working Capital Commitment Closing Date has not occurred prior to the Termination Date, on the Termination Date, the Lenders’ total Commitments shall be reduced to zero (0), the Lenders shall not have any obligation to make any Advance hereunder, and the Lenders’ obligations shall terminate hereunder. Advances may be made as (i) Base Rate Advances or (zii) EURIBO Rate Advances or LIBO Rate Advances, or both. All fundings constituting an Advance shall be made on the Working Capital Loan Borrowing Basesame day by the Lenders ratably according to their respective Commitments. Within the foregoing limitslimits of the then applicable total Commitments, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower may borrow, repay and reborrow, on the date hereof a revolving basis, in Euros and/or Dollars as provided herein, up to an aggregate outstanding amount at any time not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate total Commitments in effect at the close of business on the Effective Datesuch time. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject to The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Advances advances (the “Working Capital Loan”each a "Revolving Credit Advance") to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Termination Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitmentsuch Lender's Revolving Credit Commitment on such Business Day; provided, however, that on each day, after giving effect to any Revolving Credit Borrowing on such day, the Working Capital Exposure shall at no time exceed the lesser sum of (yi) the Working Capital Commitment or aggregate amount of the Revolving Credit Advances outstanding on such day plus (zii) the Working Capital Loan Borrowing Base. Within aggregate amount of the foregoing limitsLetter of Credit Advances outstanding on such day plus (iii) the aggregate Available Amount of all Letters of Credit outstanding on such day plus (iv) the ADR Reserve Amount on such day, shall not exceed an amount equal to the aggregate Revolving Credit Commitments of the Lenders on such day; provided further that, notwithstanding anything to the contrary herein, the Borrower may borrowmay, prepay and reborrow pursuant upon delivery to the terms hereof. (b) Subject to Administrative Agent of a certificate from an officer of Mafco certifying that the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing proceeds from such Revolving Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance Borrowing shall be either used solely to finance a Base Rate Advance or a Eurodollar Advance as transaction in respect of which the Borrower may request amounts on deposit in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank ADR Collateral Account are permitted to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance be used in accordance with the terms provisions of Section 7(h) of the Mafco Security Agreement, borrow amounts that have been reserved in accordance with the provisions of this Agreement. (e) At Section 2.01 and the commencement definition of each Interest Period for any Eurodollar Advance, such Advance "ADR Reserve Amount". Each Revolving Credit Borrowing shall be in an aggregate amount that is not less than $5,000,000 or an integral multiple of $500,000 and not less 1,000,000 in excess thereof (other than $1,000,000. At a Revolving Credit Borrowing the time that each Base Rate Advance is made, such Base Rate Advance proceeds of which shall be used solely to repay or prepay in an aggregate amount that is an integral multiple full outstanding Letter of $500,000 Credit Advances) and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance shall consist of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Revolving Credit Advances of more than one Type may be outstanding at made on the same day by the Lenders ratably according to their Revolving Credit Commitments. Within the limits of each Lender's Unused Revolving Credit Commitment in effect from time to time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled may borrow under this Section 2.01(a), prepay pursuant to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.06(a) and reborrow under this Section 2.01(a).

The Advances. (a) Subject to Each Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Advances to the Borrower from time to time on any Business Day during the period from the date hereof to and including the day prior to the Commitment Termination Date, in an aggregate amount outstanding not to exceed at any time the amount set forth opposite such Lender's name on Schedule I hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04(a) (such Lender's "Commitment"), and the “Working Capital Loan”) Issuing Bank agrees to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity tenth Business Day prior to the Commitment Termination Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan LC Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance Borrowing shall be in an aggregate amount that is not less than $10,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and not less than $1,000,000shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. At Until the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal day prior to the entire unused balance Commitment Termination Date, within the limits of each Lender's Commitment, the total Working Capital Commitment Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.10(b) and reborrow under this Section 2.01. In no event shall the Borrower be entitled to request or receive any Extension of Credit that is required would cause the aggregate Outstanding Credits to finance exceed the reimbursement of an LC Disbursement as contemplated Commitments. (b) Any Lender may request that any Advances made by Section 4.04it be evidenced by one or more promissory notes. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this AgreementIn such event, the Borrower shall not be entitled prepare, execute and deliver to requestsuch Lender one or more promissory notes payable to the order of such Lender (or, or if requested by such Lender, to elect to convert or continue, any Advance if such Lender and its assignees) and in a form approved by the Interest Period requested with respect thereto would end after the maturity date for such AdvanceAdministrative Agent.

The Advances. (a) Subject to Citibank hereby agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article Vto make advances (each, the Bank shall make Advances (the an “Working Capital LoanAdvance”) denominated in U.S. dollars to the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until of this Agreement to (but not including) the Working Capital Loan Maturity Termination Date in an aggregate principal amount not to exceed $200,000,000 (the “Facility”). Each Advance shall be made at any the same time outstanding and in the Working Capital Commitment; providedsame principal amount as borrowings under the credit agreement to be entered into on the date hereof with Bank of America, howeverN.A. (the “Bank of America Facility”), that which credit agreement shall be identical in all material respects to this Agreement and shall provide for a committed revolving credit facility to be made available to the Working Capital Exposure shall at no time exceed Borrowers in the lesser of (y) same amount and on the Working Capital Commitment or (z) same terms and conditions as the Working Capital Loan Borrowing BaseFacility. Within the foregoing limitslimits of the unused portion of the Facility in effect from time to time, the any Borrower may borrowborrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow pursuant to the terms hereofunder this Section 1(a). (b) Subject A Borrower may request an Advance hereunder by giving notice thereof (a “Notice of Borrowing”), not later than 10:30 A.M. (New York City time), (A) on the Business Day of such Advance for Advances bearing interest by reference to the terms Base Rate (as defined below) (“Base Rate Advances”) or (B) on the third Business Days prior to such Advance for Advances bearing interest by reference to LIBOR (“Eurodollar Rate Advances”), which Notice of Borrowing sets forth the same information as is required to be included in comparable Revolving Credit Loan Requests delivered under the Existing Credit Agreement and an additional certification by the applicable Borrower that a borrowing under the Bank of America Facility has been requested to be made at the same time and in the same amount as the related Advance to be made hereunder by Citibank. Upon fulfillment of the applicable conditions set forth in Sections 2, if applicable, and 3, Citibank will make the proceeds of such Advance available to the Borrower requesting such Advance at the account specified by such Borrower in the related Notice of Borrowing. All Notices of Borrowing may be delivered by telephone and confirmed in writing. For purposes of this Agreement, including those “Base Rate” means, for any day, a fluctuating rate per annum in Article Veffect from time to time, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance which rate per annum shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance highest of (a) the total Working Capital Commitment or that is required to finance rate of interest publicly announced by Citibank in New York, New York as its base rate in effect on such day and (b) the reimbursement sum of an LC Disbursement as contemplated by Section 4.04(i) ½ of 1% per annum and (ii) the Federal Funds Rate in effect on such day. Advances of more than one Type may be outstanding at the same timeFurther, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision for purposes of this Agreement, the Borrower definition of “Interest Period” (as incorporated herein by reference) shall not be entitled deemed to requestmean periods ending seven days, one month, two months or three months after (x) the date of borrowing of the applicable Advance or (y) the last day of the preceding Interest Period, subject to elect to convert or continueclauses (i), any Advance if (iii) and (except in the case of an Interest Period requested with respect thereto would end after of seven days) (ii) of the maturity date for such Advancedefinition of Interest Period set forth in the Existing Credit Agreement.

The Advances. (a) Subject to Citibank hereby agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article Vto make advances (each, the Bank shall make Advances (the “Working Capital Loan”an "Advance") to the Borrower from time to time on any Business Day during the period from the date hereof until of this Agreement to (but not including) the Working Capital Loan Maturity Termination Date in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding (the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base"Facility"). Within the foregoing limitslimits of the unused portion of the Facility in effect from time to time, the Borrower may borrowborrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow pursuant to the terms hereofunder this Section 1(a). (b) Subject Each Advance shall be made on the same Business Day's notice for Advances bearing interest by reference to the terms Base Rate (as defined below) ("Base Rate Advances") and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) on three Business Days' notice for Advances bearing interest by reference to the Borrower Adjusted LIBO Rate ("Eurodollar Rate Advances") subject to a notice of borrowing (a "Notice of Borrowing") being delivered to Citibank not later than 11:00 A.M. (New York City time) on the applicable notice date hereof which sets forth the same information and provides the same certifications and assurances as are required to be included in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans comparable Borrowing Request delivered under the Existing Credit Agreement. Such Advances shall remain outstanding following Upon fulfillment of the effectiveness applicable conditions set forth in Sections 2, if applicable, and 3, Citibank will make the proceeds of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect such Advance available to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as Borrower at the account specified by the Borrower may request in accordance herewiththe related Notice of Borrowing. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate All Notices of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance Borrowing may be delivered by telephone and confirmed in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04writing. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision For purposes of this Agreement, "Base Rate" means, for any day, a fluctuating rate per annum in effect from time to time, which rate per annum shall be equal to the Borrower shall not be entitled to requesthigher of (a) the rate of interest publicly announced by Citibank in New York, or to elect to convert or continue, any Advance if New York as its base rate in effect on such day and (b) the Interest Period requested with respect thereto would end after sum of (i) 1/2 of 1% per annum and (ii) the maturity date for Federal Funds Effective Rate in effect on such Advanceday.

The Advances. (a) Subject to Bank of America hereby agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article Vto make advances (each, the Bank shall make Advances (the an “Working Capital LoanAdvance”) denominated in U.S. dollars to the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until of this Agreement to (but not including) the Working Capital Loan Maturity Termination Date in an aggregate principal amount not to exceed $200,000,000 (the “Facility”). Each Advance shall be made at any the same time outstanding and in the Working Capital Commitment; providedsame principal amount as borrowings under the credit agreement to be entered into on the date hereof with Citibank, howeverN.A. (the “Citibank Facility”), that which credit agreement shall be identical in all material respects to this Agreement and shall provide for a committed revolving credit facility to be made available to the Working Capital Exposure shall at no time exceed Borrowers in the lesser of (y) same amount and on the Working Capital Commitment or (z) same terms and conditions as the Working Capital Loan Borrowing BaseFacility. Within the foregoing limitslimits of the unused portion of the Facility in effect from time to time, the any Borrower may borrowborrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow pursuant to the terms hereofunder this Section 1(a). (b) Subject A Borrower may request an Advance hereunder by giving notice thereof (a “Notice of Borrowing”), not later than 10:30 A.M. (New York City time), (A) on the Business Day of such Advance for Advances bearing interest by reference to the terms Base Rate (as defined below) (“Base Rate Advances”) or (B) on the third Business Days prior to such Advance for Advances bearing interest by reference to LIBOR (“Eurodollar Rate Advances”), which Notice of Borrowing sets forth the same information as is required to be included in comparable Revolving Credit Loan Requests delivered under the Existing Credit Agreement and an additional certification by the applicable Borrower that a borrowing under the Citibank Facility has been requested to be made at the same time and in the same amount as the related Advance to be made hereunder by Bank of America. Upon fulfillment of the applicable conditions set forth in Sections 2, if applicable, and 3, Bank of America will make the proceeds of such Advance available to the Borrower requesting such Advance at the account specified by such Borrower in the related Notice of Borrowing. All Notices of Borrowing may be delivered by telephone and confirmed in writing. For purposes of this Agreement, including those “Base Rate” means, for any day, a fluctuating rate per annum in Article Veffect from time to time, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance which rate per annum shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance highest of (a) the total Working Capital Commitment or that is required to finance rate of interest publicly announced by Bank of America in New York, New York as its prime rate in effect on such day and (b) the reimbursement sum of an LC Disbursement as contemplated by Section 4.04(i) ½ of 1% per annum and (ii) the Federal Funds Rate in effect on such day. Advances of more than one Type may be outstanding at the same timeFurther, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision for purposes of this Agreement, the Borrower definition of “Interest Period” (as incorporated herein by reference) shall not be entitled deemed to requestmean periods ending seven days, one month, two months or three months after (x) the date of borrowing of the applicable Advance or (y) the last day of the preceding Interest Period, subject to elect to convert or continueclauses (i), any Advance if (iii) and (except in the case of an Interest Period requested with respect thereto would end after of seven days) (ii) of the maturity date for such Advancedefinition of Interest Period set forth in the Existing Credit Agreement.

The Advances. (a) Subject to COMMITTED ADVANCES. Each Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Committed Advances (the “Working Capital Loan”) to the Borrower and the Subsidiary Borrowers, from time to time on any Business Day during the period from the date hereof until to the Working Capital Loan Final Maturity Date Date, in an aggregate amount (determined in Dollars) not to exceed at any time outstanding the Working Capital Dollar amount of such Lender's Commitment; providedPROVIDED, howeverHOWEVER, that such Lender shall not be obligated to make any Committed Advance if, after giving effect to such Committed Advance and the Working Capital Exposure other Committed Advances to be made by the other Lenders as part of the same Committed Borrowing, (x) the Facility Usage shall at no time exceed the lesser of Total Commitment or (y) in the Working Capital Commitment or (z) the Working Capital Loan event such Borrowing Base. Within the foregoing limitsis being made by a Subsidiary Borrower, the aggregate amount of outstanding Advances to such Subsidiary Borrower may borrowshall exceed such Subsidiary Borrower's Subsidiary Borrower Sublimit; PROVIDED, prepay FURTHER, that such Lender shall not be obligated to make any Committed Advance in an Alternative Currency if, after giving effect to such Committed Advance and reborrow pursuant the other Committed Advances to be made by the terms hereof. (b) Subject to other Lenders as part of the terms and conditions of this Agreement, including those in Article Vsame Committed Borrowing, the Bank then outstanding aggregate principal amount (determined in Dollars) of all Committed Advances denominated in Alternative Currencies shall make an Advance exceed the Alternative Currency Sublimit. Each Committed Borrowing under this Section 2.01(a) shall (the “Equipment Loan”i) to the Borrower on the date hereof be in an aggregate amount not to exceed less than $1,000,000 in the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close case of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as Advances, $1,000,000 in the Borrower may request case of Eurocurrency Rate Committed Advances denominated in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate Dollars and $1,500,000 in the case of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance Eurocurrency Rate Committed Advances denominated in accordance with the terms of this Agreement. an Alternative Currency, (eii) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At 100,000 in the time that each case of Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of Advances and $500,000 in the case of each other type of Advance, and not less than $1,000,000; provided that a Base Rate Advance may be (iii) consist of Committed Advances of the same Interest Type made in an aggregate amount that is equal the same currency on the same Business Day by the Lenders ratably according to their respective Commitments, SUBJECT, HOWEVER, to the entire unused balance provisions of Section 2.02(c). Within the total Working Capital limits of each Lender's Commitment or that is required and subject to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreementterms and provisions hereof, the Borrower shall not be entitled Borrowers may from time to requesttime borrow under this Section 2.01(a), or prepay pursuant to elect to convert or continueSection 2.12, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advanceand reborrow under this Section 2.01(a).

The Advances. (a) Subject Each Lender severally agrees, on the terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances under the applicable Credit Facility to the Borrowers from time to time on any Business Day prior to the 5 Year Maturity Date of such Lender in the case of a 5 Year Lender and prior to the 2 Year Maturity Date of such Lender in the case of a 2 Year Lender. Each 5 Year Swingline Lender agrees, on the terms and conditions of this Agreement, including those in Article V, the Bank shall to make Swingline Advances consisting of Canadian Prime Rate Advances and Base Rate (Canada) Advances (the “Working Capital Loan”on a same day basis) to the Borrower Borrowers from time to time on any Business Day during prior to the period from the date hereof until the Working Capital Loan 5 Year Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser respect of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereofa 5 Year Swingline Lender. (b) Subject to Section 1.7, each Borrowing (other than a Swingline Advance by way of overdraft) shall consist of the terms and conditions same Types of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) Advances made to the a Borrower on the date hereof same day by the relevant Lenders in accordance with each such Lender’s rateable portion. Each requested Advance shall be in the minimum aggregate amount and in an aggregate integral multiple of the amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Dateset forth in Schedule 6. (c) Prior Each Borrower shall repay each outstanding Swingline Advance within five (5) Business Days of the date such Swingline Advance was made available to the date hereofapplicable Borrower from the proceeds of an Accommodation under the 5 Year Facility which is not a Swingline Advance. Upon receipt of a notice from the Administrative Agent that an Event of Default has occurred and is continuing, the Bank has made Advances to Administrative Agent shall forthwith notify the Borrower having an aggregate 5 Year Lenders that the principal amount currently of its outstanding of $932,731 Swingline Advances shall be funded with a Borrowing under the 5 Year Facility (provided that such notice shall be deemed to have been designated as Real Estate Loans under given (y) on the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with latest 5 Year Maturity Date in respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect 5 Year Lenders if the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the applicable Borrower shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default), in which case Advances (each such Borrowing, a “Mandatory 5 Year Borrowing”) shall be entitled made on the next Business Day by all 5 Year Lenders so that immediately after the Mandatory 5 Year Borrowing, each 5 Year Lender shall share rateably in the Accommodations Outstanding under the 5 Year Facility and the proceeds of such Mandatory 5 Year Borrowing shall be applied directly by the Administrative Agent to request, or repay Swingline Advances outstanding to elect the 5 Year Swingline Lenders. Each Lender shall make Advances pursuant to convert or continue, a Mandatory 5 Year Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding: (i) that the amount of the Mandatory 5 Year Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in Article 6 are not satisfied; (iii) that an Event of Default is continuing; (iv) the date of such Mandatory 5 Year Borrowing; and (v) any reduction in the Commitment under the 5 Year Facility after any Advance if was made by the Interest Period requested with respect thereto would end after the maturity date for such Advanceapplicable 5 Year Swingline Lenders.

The Advances. (a) Subject to (i) The Revolving Credit A Advances. Each Lender (other than a Lender that is solely a PI Lender) severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Advances advances (the “Working Capital Loan”each a "Revolving Credit A Advance") to the each Borrower (other than PI) from time to time on any Business Day during the period from the date hereof Effective Date until the Working Capital Loan Maturity Termination Date in an aggregate amount for each such Revolving Credit A Advance (determined in the case of any Revolving Credit A Advance denominated in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) not to exceed such Lender's Unused Revolving Credit A Commitment at any time outstanding the Working Capital Commitmentsuch time; provided, however, that that, after giving effect to such Revolving Credit Borrowing, (A) the Working Capital Exposure shall at no time exceed sum of (x) the lesser aggregate principal amount of all Revolving Credit A Advances, Revolving Credit B Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the Working Capital Commitment or aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the Revolving Credit Facility on such Business Day, (zB) in the Working Capital Loan Borrowing Base. Within the foregoing limitscase of PHK, the Borrower may borrow, prepay and reborrow pursuant sum of the aggregate outstanding principal amount of Revolving Credit A Advances to PHK (determined in the case of any such Borrowings in a Primary Currency by reference to the terms hereof. Equivalent thereof in US Dollars on such Business Day) and the aggregate Available Amount of all Letters of Credit issued for the account of PHK shall not exceed $110,000,000, and (bC) Subject in the case of PBV, the sum of the aggregate outstanding principal of Revolving Credit A Advances to PBV (determined in the case of any such Borrowings in a Primary Currency by reference to the terms Equivalent thereof in US Dollars on such Business Day) and conditions the aggregate Available Amount of this Agreement, including those in Article V, all Letters of Credit issued for the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close account of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option PBV shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance exceed $25,000,000. Each Revolving Credit A Borrowing hereunder shall be in an aggregate amount that is of $1,000,000 or an integral multiple of $500,000 and not less 100,000 in excess thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit A Borrowing is denominated) (other than $1,000,000. At a Borrowing the time that each Base Rate Advance is made, such Base Rate Advance proceeds of which shall be used solely to repay or prepay in an aggregate amount that is an integral multiple full outstanding Swing Line Advances or outstanding Letter of $500,000 Credit Advances) and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance shall consist of Revolving Credit A Advances of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one same Type may be outstanding at and in the same time, provided that there shall not at any time be more than a total currency made simultaneously by such Lenders ratably according to their Revolving Credit A Commitments. Within the limits of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreementeach such Lender's respective Revolving Credit A Commitment, the Borrower shall not be entitled Borrowers (other than PI) may borrow under this Section 2.01(a)(i), prepay pursuant to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.11 and reborrow under this Section 2.01(a)(i).

The Advances. (a1) Subject Each applicable Lender severally and not jointly agrees, in accordance with the terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances to the Borrowers from time to time on any Business Day prior to the Maturity Date. The Swingline Lender agrees, in accordance with the terms and conditions of this Agreement, including those in Article V, the Bank shall to make Swingline Advances (the “Working Capital Loan”on a same day basis) to the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant prior to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Maturity Date. (c2) Prior Each Borrowing under the Credit Facility shall consist of Advances made to the date hereof, applicable Borrower on the Bank has made Advances to same day by the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance applicable Lenders in accordance with the terms of this Agreement.each applicable Lender’s relevant rateable portion. Each requested Advance shall: (ei) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an at least the minimum aggregate amount that is and in an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is madeamount set forth in SCHEDULE 4 and; (ii) consist of an Advance, such Base Rate Advance a portion of which shall be made to the Canadian Borrower, in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be availment option available to the Canadian Borrower pursuant to Section 2.01(2) hereof in an aggregate amount that is equal to at least the entire unused balance BDC Commitment Percentage of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance. (3) The Swingline Lender may, in its sole discretion, give notice to the Agent who shall forthwith notify the Lenders that the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in the Accommodations Outstanding under the Credit Facility and the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in Article 6 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrowers shall cause each Swingline Advance to be repaid in full on the last Business Day of each calendar week. (4) In connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or ▇▇▇▇▇, the Agent will have the right to make Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, in connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or ▇▇▇▇▇, as applicable.

The Advances. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, including those in Article VAgreement and the Indenture Supplement, the Bank shall make Advances (the “Working Capital Loan”) to the Borrower may from time to time on any Business Day during or prior to the period from last day of the date hereof until Revolving Period request loans pursuant to this Section 2.1 (each, an “Advance”) to be made by the Working Capital Loan Maturity Date Lenders in accordance with this Article II, including an initial advance in the aggregate amount of $[—] to be made on the Closing Date (the “Initial Advance”). Each Advance requested by the Borrower shall be allocated to the Lender Groups pro rata based on their respective Group Limits. If there are any Committed Bank Sponsored Lenders in a Lender Group, each such Committed Bank Sponsored Lender shall be obligated to fund its Lender Commitment Percentage of the Advance. If there is more than one Bank Sponsored Lender (excluding Committed Bank Sponsored Lenders) in the same Lender Group, the portion of the Advance allocated to such Lender Group shall be allocated among such Bank Sponsored Lenders (excluding Committed Bank Sponsored Lenders) as determined by the Lender Group Agent for the applicable Lender Group. Each Bank Sponsored Lender (other than a Committed Bank Sponsored Lender) may, in its sole and absolute discretion, decline to lend to the Borrower all or any portion of the share of any Advance allocated to such Bank Sponsored Lender by its Lender Group Agent. If a Bank Sponsored Lender (other than a Committed Bank Sponsored Lender) elects not to exceed at any time outstanding lend the Working Capital Commitment; providedfull amount of the share of the requested Advance allocated to its Lender Group on the terms and subject to the conditions set forth in this Agreement, however, that each of the Working Capital Exposure Committed Lenders (other than a Committed Bank Sponsored Lender) with respect to the applicable Lender Group shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, lend to the Borrower may borrow, prepay and reborrow pursuant to the terms hereofshare of the requested Advance not made by such Bank Sponsored Lender pro rata in accordance with their respective Commitments. (b) Subject Notwithstanding the foregoing, under no circumstances shall any Committed Lender be required to the terms and conditions of this Agreement, including those participate in Article V, the Bank shall make making an Advance if after giving effect thereto (i) the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to Advances Outstanding would exceed the Equipment Loan Agreement Limit then in effect, (ii) the portion of the Advances Outstanding funded by the Lenders in any Lender Group would exceed the Group Limit for such Lender Group or (iii) the portion of Advances Outstanding owing to such Committed Lender would exceed such Lender’s Commitment. The Borrower may not reborrow amounts repaid with respect obligation of each Committed Lender to fund its Lender Commitment Percentage of the Equipment Loan. The Equipment portion of the Advance 11 Loan Commitment shall terminate at the close of business on the Effective Date. Agreement (cSeries 2014-[ ] Class A) Prior allocated to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance its Lender Group shall be either a Base Rate Advance or a Eurodollar Advance as several from that of each other Committed Lender in such Lender Group, and the Borrower may request in accordance herewith. The Bank at its option may make failure of any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank Committed Lender to so make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower amount available to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, relieve any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advanceother Committed Lender of its obligation hereunder.

The Advances. (a1) Subject to Each Lender has agreed and agrees on the terms and conditions of this Agreement, including those in Article V, the Bank shall Agreement to make Advances (the “Working Capital Loan”) to the Borrower under the Term Facility, on the Closing and thereafter from time to time but no later than March 31, 1998, and under the Revolving Facility, on the Closing and thereafter from time to time on any Business Day during prior to the period Revolving Facility Maturity Date. Each Lender shall make available to the Agent its Pro Rata Share of the principal amount of each Advance in the appropriate currency, prior to 11:00 a.m. (Montreal time) on the date of the Advance. Unless the Agent has been notified by a Lender no later than 11:00 a.m. two Business Days prior to the date of the Advance that such Lender will not make available to the Agent its Pro Rata Share of such Advance, the Agent may assume that such Lender has made such portion of the Advance available to the Agent on the date of the Advance in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Agent has made such assumption, to the extent such Lender shall not have so made its Pro Rata Share of the Advance available to the Agent, such Lender agrees to pay to the Agent, forthwith on demand, such Lender's Pro Rata Share of the Advance and all costs and expenses incurred by the Agent in connection therewith (including any costs of funding or maintaining any Advance or liquidating or redeploying any funds acquired by the Agent to fund or maintain any Advance), together with interest thereon at the rate per annum determined by the Agent in accordance with its usual practice for making similar loans to financial institutions of like standing as such Lender for each day from the date hereof such amount is made available to the Borrower until the Working Capital Loan Maturity Date in an aggregate date such amount not is paid or repaid to exceed at any time outstanding the Working Capital CommitmentAgent; providedPROVIDED, howeverHOWEVER, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limitsnotwithstanding such obligation, if such Lender fails so to pay, the Borrower may borrowshall repay such amount to the Agent forthwith after demand therefor by the Agent, prepay and reborrow all costs and expenses incurred by the Agent in connection therewith (including any costs of funding or maintaining any Advance or liquidating or redeploying any funds acquired by the Agent to fund or maintain any Advance), together with interest thereon at the rate payable hereunder by the Borrower in respect of such Advance for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Agent. The amount payable by each Lender to the Agent pursuant to this Section shall be set forth in a certificate delivered by the terms hereofAgent to such Lender (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Advance for purposes of this Agreement and shall entitle the Lender to all rights and remedies against the Borrower and the Guarantors in respect of such Advance. The failure of any Lender to make available to the Agent its Pro Rata Share of an Advance shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Advance on the date thereof. (a) If any Lender fails to make available to the Agent its Pro Rata Share of any Advance as required (the "DEFAULTING LENDER") and the Agent has not made the Advance to the Borrower pursuant to SECTION 3.1(1), the Agent shall forthwith give notice of such failure by the Defaulting Lender to the Borrower and the other Lenders and such notice shall state that any Lender may make available to the Agent all or any portion of the Defaulting Lender's Pro Rata Share of such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (each, a "CONTRIBUTING LENDER") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Pro Rata Share of such Advance based on the Contributing Lenders' relative Individual Commitments in such circumstances. If any Contributing Lender makes funds available in the place of a Defaulting Lender in such circumstances, then: (i) the Defaulting Lender shall pay to any such Contributing Lender forthwith on demand, any amount advanced on its behalf, together with interest thereon at the rate payable hereunder by the Borrower in respect of such Advance for each day from the date of Advance to the date of payment, against payment by such Contributing Lender of all interest received in respect of the Advance from the Borrower; and (ii) the Borrower shall pay all amounts owing by the Borrower to the Defaulting Lender hereunder to the Agent for the Contributing Lenders until such time as the Defaulting Lender pays to the Agent for the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender and interest thereon. The failure of any Lender to make available to the Agent its Pro Rata Share of any Advance shall not relieve any other Lender of its obligations to make available to the Agent its Pro Rata Share of any Advance. (b) Subject If the Agent gives notice pursuant to SECTION 3.1(2)(A) of a failure by any Defaulting Lender to make available to the Agent its Pro Rata Share of any Advance, then the Borrower may notify the Agent that it desires to replace the Defaulting Lender with one or more of the other Lenders, and the Agent shall 29 then forthwith give notice to the other Lenders that any Lender or Lenders may, in the aggregate, acquire all (but not part) of the Defaulting Lender's Individual Commitment, and all (but not part) of the rights and obligations of the Defaulting Lender under each of the other Credit Documents (but in no event shall any other Lender or the Agent be obliged to do so), provided that any discount to the price paid to such Defaulting Lender from the amounts outstanding hereunder shall first be approved by such Defaulting Lender. If one or more Lenders shall so agree in writing (each, a "REPLACEMENT LENDER") each such Lender shall give notice to the Agent that it has agreed to make such acquisition, and shall acquire its pro rata share, determined on the basis of the relative Individual Commitments of the Replacement Lenders, of such Individual Commitment and of the rights and obligations under the Credit Documents of the Defaulting Lender on a date and on other terms and conditions mutually acceptable to the Replacement Lenders and the Defaulting Lender. On the date of such acquisition, the Agent shall give notice to each of the Replacement Lenders and the Borrower setting out the amount of the Individual Commitments of each of the Replacement Lenders and the amount of the Outstandings of the Defaulting Lenders acquired by each of the Replacement Lenders and, upon the completion of such acquisition and the giving of such notice, the Defaulting Lender shall cease to be a "Lender" for purposes of this AgreementAgreement and shall no longer have any rights or obligations under the Credit Documents (other than its obligations to the Agent and to any Contributing Lender with respect to the Defaulting Lender's Pro Rata Share of any Advance not made available to the Agent prior to the acquisition of the Defaulting Lender's Individual Commitment and its rights and obligations under the Credit Documents) and the Replacement Lenders shall have acquired and assumed all of such rights and obligations. Upon the assumption of the Defaulting Lender's Individual Commitment by a Replacement Lender, including those in Article V, SCHEDULE 1 shall be deemed to be amended to increase the Bank Individual Commitment of such Replacement Lender by the amount of such assumption. (3) Each Borrowing shall make an Advance (the “Equipment Loan”) consist of one or more Types of Advances made to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitmentsame day. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close Each Type of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as in the Borrower may request aggregate minimum amount and in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate an integral multiple of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement.amount set forth below: (ea) At the commencement of each Interest Period for any Eurodollar Advance, such Advance a FLOATING RATE ADVANCE shall be in an aggregate amount that is not less than $100,000 and in an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance 100,000; (b) a US BASE RATE ADVANCE shall be in an aggregate amount that is not less than US $100,000 and in an integral multiple of US $500,000 and not less than $1,000,000100,000; provided that and (c) a Base Rate Advance may LIBOR ADVANCE shall be in an aggregate amount that is equal to the entire unused balance not less than US $500,000 and in an integral multiple of the total Working Capital Commitment US $100,000. (4) Until repaid in full or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of converted in accordance with this Agreement, each Advance shall be: (i) the Borrower shall not be entitled to requestType of Advance specified in the applicable Borrowing Notice or Election Notice; or (ii) if no Borrowing Notice or Election Notice is given, or to elect to convert or continue, any the Type of Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advancespecified in SECTIONS 3.3(1)(A) OR (B).

The Advances. (a) Subject to The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Revolving Credit Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until the Working Capital Loan Maturity Termination Date in an aggregate amount not to exceed at any time outstanding the Working Capital amount set forth opposite such Lender's name on the signature pages hereof under the caption "Revolving Credit Commitment; provided" or, howeverif such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(g), as such amount may and shall be reduced pursuant to Section 2.05 (such Lender's "Revolving Credit Commitment"), provided that the Working Capital Exposure aggregate amount of the Revolving Credit Commitments of the Lenders shall at be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Revolving Credit Commitments shall be allocated among the Lenders ratably according to their respective Revolving Credit Commitments (such deemed use of the aggregate amount of the Revolving Credit Commitments being a "Competitive Bid Reduction") and; provided further that no time Revolving Credit Borrowing shall be made if, following the making of such Revolving Credit Borrowing the aggregate amount of the Advances then outstanding plus the Available Amount of all Letters of Credit then outstanding would exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed of the Equipment Loan CommitmentRevolving Credit Commitments of the Lenders. The Borrower may not reborrow amounts repaid with respect to Each Revolving Credit Borrowing (other than a Borrowing the Equipment Loan. The Equipment Loan Commitment shall terminate at the close proceeds of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance which shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower used solely to repay such Advance or prepay in accordance with the terms full outstanding Swing Line Advances made by any Swing Line Bank or outstanding Letter of this Agreement. (eCredit Advances made by any Issuing Lender) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is of $10,000,000 or an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made1,000,000 in excess thereof (or, such Base Rate Advance shall be in if less, an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by the Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Credit Borrowing) and shall consist of Revolving Credit Advances of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one same Type may be outstanding at made on the same time, day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreementherein, the Borrower shall not be entitled may borrow under this Section 2.01(a), prepay pursuant to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.11 and reborrow under this Section 2.01(a).

The Advances. (a) Subject (%4)Each Initial Lender with a Tranche A1 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A1 Advance denominated in U.S. Dollars to the Borrower on the Funding Date in a principal amount not to exceed its Tranche A1 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A1 Advances, which shall be made on the Funding Date. The Tranche A1 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02. (i) Each Initial Lender with a Tranche A2 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A2 Advance denominated in Euros to the Borrower on the Funding Date in an aggregate principal amount not to exceed its Tranche A2 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A2 Advances, which shall be made on the Funding Date. The Tranche A2 Advances may only consist of Eurocurrency Rate Advances. (ii) Each Initial Lender with a Tranche A3 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A3 Advance denominated in Euros to the Borrower on the Funding Date in an aggregate principal amount not to exceed its Tranche A3 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A3 Advances, which shall be made on the Funding Date. The Tranche A3 Advances may only consist of Eurocurrency Rate Advances. (iii) Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. The Tranche A1 Commitments of each Tranche A1 Lender, the Tranche A2 Commitments of each Tranche A2 Lender and the Tranche A3 Commitments of each Tranche A3 Lender shall terminate immediately and without further action on the Funding Date, after giving effect to the funding of such Lender’s Tranche A1 Commitment, Tranche A2 Commitment and Tranche A3 Commitment, as applicable, on such date (regardless of whether the full amount thereof is requested by the Borrower). (b) The Incremental Advances of any Class shall be made by the Incremental Lenders of such Class at the time, in the manner and subject to the terms and conditions of this Agreement, including those set forth herein and in Article V, the Bank shall make Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereofapplicable Incremental Assumption Amendment. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including those in Article VSection 2.11, the Bank Lender shall make Advances (the “Working Capital Loan”) advance funds to the Borrower Company from time to time on any Business Day during up to the period from Line Amount (such borrowing, the date hereof until "Line") in one or more advances (each, an "Advance"); provided that the Working Capital Loan Maturity Date in an aggregate principal amount not to exceed of Advances outstanding at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time not exceed the lesser Line Amount. Each Advance shall be made on the Business Day after delivery of (y) the Working Capital Commitment or (z) the Working Capital Loan a Borrowing Base. Within the foregoing limitsNotice, the Borrower may borrow, prepay and reborrow pursuant provided such Business Day is prior to the terms hereofLine Termination Date (each such date, a "Funding Date") and shall be deposited by the Lender to such account as the Company may direct. (b) Subject to Each Advance shall bear interest from the terms and conditions of this Agreementrelated Funding Date to, including those in Article Vbut excluding, the Bank shall make an date of repayment in full of such Advance (the “Equipment Loan”) to the Borrower on the date hereof outstanding principal balance of such Advance at the Applicable Rate in an aggregate amount not effect from time to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid time with respect to such Advance. Any Monthly Interest which is not paid on the Equipment Loan. The Equipment Loan Commitment Payment Date on which it is due shall terminate bear interest at the close of business on the Effective DateApplicable Rate in effect from time to time. (c) Prior The Lender shall record in its records, or at its option on the schedule attached to the date hereofSecured Note, the Bank has date and amount of each Advance made Advances to hereunder, each repayment thereof, and the Borrower having an other information provided for thereon. The aggregate unpaid principal amount currently outstanding so recorded shall be rebuttable presumptive evidence of $932,731 that have been designated as Real Estate Loans the principal amount owing and unpaid on the Secured Note. The failure so to record any such information or any error in so recording any such information shall not, however, limit or otherwise affect the actual obligations of the Company hereunder or under the Existing Credit Agreement. Such Secured Note to repay the principal amount of all Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred made to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid it, together with respect to the Real Estate Loanall interest accruing thereon. (d) Each Advance After the making of each Advance, the Lender shall be either deliver to the Company a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate written confirmation of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with substantially the form attached hereto as Exhibit B (each, a "Confirmation") and the Company's acceptance of the proceeds of the related Advance shall constitute the Company's agreement to the terms of this Agreementsuch Confirmation. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject to Each Revolving Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Revolving Credit Advances (the “Working Capital Loan”) to the any Borrower from time to time on any Business Day during the period from the date hereof Closing Date until the Working Capital Loan Maturity Date in an up to the full amount of such Revolving Lender’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation Revolving Commitments of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount that is of $5,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. The Borrowers may borrow under this Section CHAR1\1713543v7 2.01 (a) subject to limitation set forth in this Section 2.01(a), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a). (b) Each Term Loan Lender severally agrees, on the terms and conditions hereinafter set forth, to make up to two Term Loan Advances to ROC from time to time on any Business Day during the Term Loan Availability Period up to the full amount of such Term Loan Lender’s Term Loan Commitment hereunder; provided that (i) the aggregate amount of such Term Loan Advances made by such Term Loan Lender at any time outstanding shall not less than $1,000,000exceed such Term Loan Lender’s Term Loan Commitment, and (ii) the sum of the aggregate outstanding principal amount of the Term Loan Advances made by all Term Loan Lenders shall not exceed at any time the aggregate amount of the Term Loan Commitments of the Term Loan Lenders. At the time that each Base Rate Advance is made, such Base Rate Each Term Loan Advance shall be in an a minimum aggregate amount that is of $100,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and shall be made by the Term Loan Lenders ratably according to their respective Term Loan Commitments. The Term Loan Commitments are not less than $1,000,000; provided revolving commitments, and ROC shall not have the right to repay and reborrow under this Section 2.01(b). Upon the funding of a Term Loan Advance, the Term Loan Commitment of such Term Loan Lender shall be reduced by the amount of such Term Loan Advance. In addition, at the close of the Term Loan Availability Period, the Term Loan Commitments shall terminate whether or not drawn prior to such date. It is understood and agreed that a Base Rate Advance may ROC shall be the only Borrower for purposes of this Section 2.01(b). (c) In connection with the First Amendment and on the terms and conditions set forth herein and therein, the 2016 Incremental Term Loan Lenders made 2016 Incremental Term Loan Advances to ROC in an aggregate principal amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04THREE HUNDRED MILLION DOLLARS ($300,000,000) on April 28, 2016. The 2016 Incremental Term Loan Advances of more than one Type may be outstanding at the same timeare not revolving commitments, provided that there and ROC shall not at any time have the right to repay and reborrow under this Section 2.01(c). It is understood and agreed that ROC shall be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision the only Borrower for purposes of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.01(c).

The Advances. (a) Subject to The Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Advances (the “Working Capital Loan”each a "Revolving Credit Advance") to the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until the Working Capital Loan Maturity Termination Date in an aggregate amount for each such Advance not to exceed such Lender's Unused Revolving Credit Commitment at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan such time. Each Revolving Credit Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is of $5,000,000 or an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made1,000,000 in excess thereof (or, such Base Rate Advance shall be in if less, an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Revolving Credit Lenders and accepted by the Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Credit Borrowing) and shall consist of Revolving Credit Advances of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one same Type may be outstanding at made on the same day by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Revolving Credit Lender's Unused Revolving Credit Commitment in effect from time to time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.07(a) and reborrow under this Section 2.01(a). For any Lender which is a Designating Lender, any Revolving Credit Advance to be made by such Lender may from time to time and upon notice to the Administrative Agent, be made by its Designated Lender pursuant to the terms hereof in such Designating Lender's sole discretion, and nothing herein shall constitute a Commitment to make Revolving Credit Advances by such Designated Lender; provided, that (i) if any Designated Lender elects not be entitled to requestto, or fails for any reason whatsoever to, make such Revolving Credit Advance, its Designating Lender hereby agrees that it shall make such Revolving Credit Advance pursuant to elect the terms hereof and (ii) notwithstanding anything to convert the contrary, neither the designation of a Designated Lender, the election or continueother determination that a Designated Lender will make any Revolving Credit Advance nor any other condition or circumstance relating to the Designated Lender shall in any way release, diminish or otherwise affect the relevant Designating Lender's Commitment or any of its other obligations hereunder or under any other Loan Document or any rights of the Borrower, any Advance if the Interest Period requested Agent or any Lender Party with respect thereto would end after to such Designating Lender. Any Revolving Credit Advance actually funded by a Designated Lender shall constitute a utilization of the maturity date Commitment of the Designating Lender for such Advanceall purposes hereunder.

The Advances. (a) Subject to Each Revolving Credit Bank, severally and for itself alone, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall hereby agrees to make Revolving Credit Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during prior to the period from the date hereof until the Working Capital Loan Maturity Termination Date in an aggregate amount outstanding not to exceed at any time outstanding such Revolving Credit Bank’s Revolving Credit Commitment. Each Borrowing of Revolving Credit Advances shall be in an aggregate amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Revolving Credit Advances of the Working Capital Commitment; providedsame Type made to the Borrower on the same day by the Revolving Credit Banks ratably according to their respective Revolving Credit Commitments and in the case of Revolving Credit Advances that are Eurodollar Rate Advances, however, that having the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Basesame Interest Period. Within the foregoing limitslimits of each Revolving Credit Bank’s Commitment, the Borrower may borrow, prepay and reborrow pursuant to the terms hereofSection 2.06(c) and reborrow. (b) Subject to Each Term Loan Bank, severally and for itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make Term Loan Advances to the Borrower solely on the Effective Date in an aggregate amount outstanding not to exceed at any time such Term Loan Bank’s Term Loan Commitment. The Borrowing of this Agreement, including those in Article V, Term Loan Advances shall consist of Term Loan Advances of the Bank shall make an Advance (the “Equipment Loan”) same Type made to the Borrower on the date hereof same day by the Banks ratably according to their respective Term Loan Commitments and in an aggregate amount not to exceed the Equipment case of Term Loan CommitmentAdvances that are Eurodollar Rate Advances, having the same Interest Period. The Borrower may Term Loan Advances are not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to revolving credit commitments and the Borrower having an aggregate principal amount currently outstanding of $932,731 that shall have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred no right to collectively as the “Real Estate Loan”. The Borrower may not reborrow re-borrow any amounts voluntarily or mandatory repaid with respect or prepaid pursuant to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject to The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Advances advances (the “Working Capital Loan”each a "Revolving Credit Advance") to the each Borrower from time to time on any Business Day during the period from the date hereof Effective Date until the Working Capital Loan Maturity Termination Date in an amount for each such Revolving Credit Advance (determined in the case of any Revolving Credit Advance denominated in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) not to exceed such Lender's Unused Revolving Credit Commitment at such time; provided, however, that, after giving effect to such Revolving Credit Borrowing, the sum of (x) the aggregate principal amount of all Revolving Credit Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the Revolving Credit Facility on such Business Day. Each Revolving Credit Borrowing shall be in an aggregate amount not of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit Borrowing is denominated) (other than a Borrowing the proceeds of which shall be used solely to exceed at any time repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the Working Capital Commitmentsame Type and in the same currency made simultaneously by the Lenders ratably according to their Revolving Credit Commitments; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan after giving effect to any Revolving Credit Borrowing Base. Within the foregoing limitsdenominated in a Primary Currency, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank Foreign Loan Amount on such date shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment$100,000,000. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business Any "Revolving Credit Advances" outstanding on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans Date under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as Revolving Credit Advances for all purposes hereunder and under the Borrower may request in accordance herewithother Loan Documents. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of Within the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement limits of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this AgreementLender's Commitment, the Borrower shall not be entitled Borrowers may borrow under this Section 2.01, prepay pursuant to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.11 and reborrow under this Section 2.01.

The Advances. 24 (a) Subject to (%4) Each Initial Lender with a Tranche A1 Commitment severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those to make a Tranche A1 Advance denominated in Article V, the Bank shall make Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) U.S. Dollars to the Borrower on the date hereof Funding Date in a principal amount not to exceed its Tranche A1 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A1 Advances, which shall be made on the Funding Date. The Tranche A1 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02. (i) Each Initial Lender with a Tranche A2 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A2 Advance denominated in U.S. Dollars to the Borrower on the Funding Date in an aggregate principal amount not to exceed its Tranche A2 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount of the Tranche A2 Advances, which shall be made on the Funding Date. The Tranche A2 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02. (ii) Each Initial Lender with a Tranche A3 Commitment severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A3 Advance denominated in Euros to the Borrower on the Funding Date in an aggregate principal amount not to exceed the Equipment Loan CommitmentEquivalent in Euros, determined as of the date that is three Business Days prior to the Funding Date, of its Tranche A3 Commitment on the Funding Date. The Borrower may not reborrow amounts repaid with respect to make only one borrowing of the Equipment Loanfull amount of the Tranche A3 Advances, which shall be made on the Funding Date. The Equipment Loan Commitment shall terminate at the close Tranche A3 Advances may only consist of business on the Effective DateEurocurrency Rate Advances. (ciii) Prior Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. The Tranche A1 Commitments of each Tranche A1 Lender, the Tranche A2 Commitments of each Tranche A2 Lender and the Tranche A3 Commitments of each Tranche A3 Lender shall terminate immediately and without further action on the Funding Date, after giving effect to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise funding of such option shall not affect Lender’s Tranche A1 Commitment, Tranche A2 Commitment and Tranche A3 Commitment, as applicable, on such date (regardless of whether the obligation of full amount thereof is requested by the Borrower to repay such Advance in accordance with the terms of this AgreementBorrower). (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject to The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Advances advances (the “Working Capital Loan”each a "Revolving Credit Advance") to the each Borrower from time to time on any Business Day during the period from the date hereof 25 20 Effective Date until the Working Capital Loan Maturity Termination Date in an amount for each such Revolving Credit Advance (determined in the case of any Revolving Credit Advance denominated in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) not to exceed such Lender's Unused Revolving Credit Commitment at such time; provided, however, that, after giving effect to such Revolving Credit Borrowing, the sum of (x) the aggregate principal amount of all Revolving Credit Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the Revolving Credit Facility on such Business Day. Each Revolving Credit Borrowing shall be in an aggregate amount not of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit Borrowing is denominated) (other than a Borrowing the proceeds of which shall be used solely to exceed at any time repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the Working Capital Commitmentsame Type and in the same currency made simultaneously by the Lenders ratably according to their Revolving Credit Commitments; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan after giving effect to any Revolving Credit Borrowing Base. Within the foregoing limitsdenominated in a Primary Currency, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank Foreign Loan Amount on such date shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment$100,000,000. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business Any "Revolving Credit Advances" outstanding on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans Date under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as Revolving Credit Advances for all purposes hereunder and under the Borrower may request in accordance herewithother Loan Documents. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of Within the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement limits of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this AgreementLender's Commitment, the Borrower shall not be entitled Borrowers may borrow under this Section 2.01, prepay pursuant to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.11 and reborrow under this Section 2.01.

The Advances. (a1) Subject to Each of the Lenders severally, but not jointly, agrees, on the terms and conditions of this Agreement, including those in Article V, the Bank shall to make Advances (to a Borrower under the “Working Capital Loan”) to Credit Facility on the Borrower Closing or thereafter from time to time time, on any Business Day during prior to the period Maturity Date. Each Lender shall, subject to Section 2.2(2), make available to the Agent its Pro Rata Share of the principal amount of each Advance in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date of the Advance. Unless the Agent has been notified by a Lender at least 2 Business Days prior to the date of an Advance that such Lender will not make available to the Agent its Pro Rata Share of such Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share), the Agent may assume that such Lender has made such portion of the Advance available to the Agent on the date of the Advance in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Agent has made such assumption, to the extent such Lender shall not have so made its Pro Rata Share of the Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) available to the Agent, such Lender agrees to pay to the Agent, forthwith on demand, such Lender’s Pro Rata Share of the Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) and all reasonable costs and expenses incurred by the Agent in connection therewith, together with interest thereon at the rate payable hereunder by the Borrower in respect of such Advance for each day from the date hereof such amount is made available to the Borrower until the Working Capital Loan Maturity Date in an aggregate date such amount not is paid or repaid to exceed at any time outstanding the Working Capital CommitmentAgent; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limitsnotwithstanding such obligation, if such Lender fails so to pay, the Borrower may borrow, prepay and reborrow pursuant shall repay such amount to the terms hereof. (b) Subject to Agent forthwith after demand therefor by the terms and conditions Agent, together with interest thereon at the rate payable hereunder by the Borrower in respect of this Agreement, including those in Article V, such Advance for each day from the Bank shall make an Advance (the “Equipment Loan”) date such amount is made available to the Borrower on until the date hereof in an aggregate such amount not is paid or repaid to exceed the Equipment Loan CommitmentAgent. The Borrower may not reborrow amounts repaid with respect amount payable by each Lender to the Equipment LoanAgent pursuant to this Section 3.1(1) shall be set forth in a certificate delivered by the Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. The Equipment Loan Commitment shall terminate at If such Lender makes the close of business on the Effective Date. (c) Prior payment to the date hereofAgent required herein, the Bank has made Advances to amount so paid shall constitute such Lender’s Pro Rata Share of the Borrower having an aggregate principal amount currently outstanding Advance (or, in the case of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) for purposes of this Agreement and are hereinafter referred shall entitle such Lender to collectively as all rights and remedies against the “Real Estate Loan”Borrower in respect of such Advance. The Borrower may not reborrow amounts repaid with respect failure of any Lender to make available to the Real Estate LoanAgent its Pro Rata Share of an Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) on the date thereof. (d2) If any Lender fails to make available to the Agent its Pro Rata Share of any Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) as required (such Lender in this Section called the “Defaulting Lender”) and the Agent has not made the Advance to the Borrower pursuant to Section 3.1(1) the Agent shall forthwith give notice of such failure by the Defaulting Lender to the relevant Borrower and the other Lenders and such notice shall state that any Lender may make available to the Agent all or any portion of the Defaulting Lender’s Pro Rata Share of such Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) (but in no event shall any other Lender or the Agent be obligated to do so) in the place of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (in this Section 3.1(2) collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Pro Rata Share of such Advance based on the Contributing Lenders’ relative Lender Group Commitments in such circumstances. If any Contributing Lender makes funds available in the place of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf, together with interest thereon at the rate payable hereunder by the Borrower in respect of such Advance for each day from the date of Advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. In addition to such interest, the Borrower shall pay all amounts owing by the Borrower to the Defaulting Lender hereunder to the Agent for the account of the Contributing Lenders until such time as the Defaulting Lender pays to the Agent for the account of the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender. (3) Each Borrowing shall consist of one or more Types of Advances made to a Borrower on the same day and, in the case of LIBOR Advances, having the same Interest Period. Each Type of Advance shall be either a Base Rate Advance or a Eurodollar Advance as in the Borrower may request aggregate minimum amount and in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate an integral multiple of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement.amount set forth below: (ea) At the commencement of each Interest Period for any Eurodollar Advance, such a Floating Rate Advance shall be in an aggregate amount that is not less than Cdn. $5,000,000 and in an integral multiple of Cdn. $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such 100,000; (b) a U.S. Base Rate Advance shall be in an aggregate amount that is not less than U.S. $5,000,000 and in an integral multiple of U.S. $500,000 and not less than $1,000,000100,000; provided that and (c) a Base Rate LIBOR Advance may shall be in an aggregate amount that is equal to the entire unused balance not less than U.S. $5,000,000 and in an integral multiple of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same timeU.S. $100,000, provided that there shall a Borrower may not select a LIBOR Advance if the making of such LIBOR Advance would result in the Borrowers having in excess of ten LIBOR Advances outstanding at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of one time. (4) Until repaid in full or converted in accordance with this Agreement, each Advance shall be (i) the Borrower shall not be entitled to requestType of Advance specified in the applicable Borrowing Notice or Election Notice; or (ii) if no Borrowing Notice or Election Notice is applicable, or to elect to convert or continue, any the Type of Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advancespecified in Sections 3.3(1)(a) and 3.3(1)(b).

The Advances. (a) The parties hereto acknowledge that on the Restatement Effective Date, (i) each “Term A Lender” under (and as defined in) the Amended and Restated Credit Agreement as of the Restatement Effective Date extended credit to the Borrower in the form of term loans in an aggregate principal amount not exceeding its Term A Commitment on the Restatement Effective Date pursuant to the terms and conditions set forth in the Amended and Restated Credit Agreement and (ii) each “Term B Lender” under (and as defined in) the Amended and Restated Credit Agreement as of the Restatement Effective Date extended credit to the Borrower in the form of term loans in an aggregate principal amount not exceeding its Term B Commitment on the Restatement Effective Date pursuant to the terms and conditions set forth in the Amended and Restated Credit Agreement. The parties hereto further acknowledge that on the Second Restatement Effective Date, the Converted Term A Advances ceased to constitute Term A Advances and became Term B Advances for all purposes of this Agreement. (a) Subject to the terms and conditions of this set forth herein and in the Second Amendment and Restatement Agreement, including those in Article V, each Lender with a Term B Commitment as of the Bank shall make Second Restatement Effective Date has severally agreed to extend Additional Term B Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Second Restatement Effective Date in an aggregate amount not equal to exceed at any time outstanding the Working Capital such Lender’s Term B Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject The Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the conversion of the Converted Term A Advances pursuant to the terms Second Amendment and conditions Restatement Agreement and the borrowing of the Additional Term B Advances pursuant to this Agreement and the Second Amendment and Restatement Agreement, including those all such Converted Term A Advances and Additional Term B Advances, as applicable, are added, on a pro rata basis, to each Borrowing of outstanding “Term B Advances” under (and as defined in) the Amended and Restated Credit Agreement upon the effectiveness of the amendment and restatement of the Amended and Restated Credit Agreement in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Dateform hereof. (c) Prior to the date hereof, the Bank has made Amounts paid or prepaid in respect of Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loanbe reborrowed. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance.

The Advances. (a) Subject to Each Revolving Lender severally agrees, on the terms and conditions of this Agreementhereinafter set forth, including those in Article V, the Bank shall to make Revolving Credit Advances (the “Working Capital Loan”) to the any Borrower from time to time on any Business Day during the period from the date hereof Closing Date until the Working Capital Loan Maturity Date in an up to the full amount of such Revolving Lender’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Date. (c) Prior to the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation Revolving CHAR2\1701593v10 Commitments of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount that is of $5,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. The Borrowers may borrow under this Section 2.01(a) subject to limitation set forth in this Section 2.01(a), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a). (b) Each Term Loan Lender severally agrees, on the terms and conditions hereinafter set forth, to make up to two Term Loan Advances to ROC from time to time on any Business Day during the Term Loan Availability Period up to the full amount of such Term Loan Lender’s Term Loan Commitment hereunder; provided that (i) the aggregate amount of such Term Loan Advances made by such Term Loan Lender at any time outstanding shall not less than $1,000,000exceed such Term Loan Lender’s Term Loan Commitment, and (ii) the sum of the aggregate outstanding principal amount of the Term Loan Advances made by all Term Loan Lenders shall not exceed at any time the aggregate amount of the Term Loan Commitments of the Term Loan Lenders. At the time that each Base Rate Advance is made, such Base Rate Each Term Loan Advance shall be in an a minimum aggregate amount that is of $100,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and shall be made by the Term Loan Lenders ratably according to their respective Term Loan Commitments. The Term Loan Commitments are not less than $1,000,000; provided that revolving commitments, and ROC shall not have the right to repay and reborrow under this Section 2.01(b). Upon the funding of a Base Rate Advance may Term Loan Advance, the Term Loan Commitment of such Term Loan Lender shall be in an aggregate reduced by the amount that is equal to of such Term Loan Advance. In addition, at the entire unused balance close of the total Working Capital Commitment Term Loan Availability Period, the Term Loan Commitments shall terminate whether or not drawn prior to such date. It is understood and agreed that is required to finance ROC shall be the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision only Borrower for purposes of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such AdvanceSection 2.01(b).

The Advances. (a1) Subject Each applicable Lender severally and not jointly agrees, in accordance with the terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances to the Borrowers from time to time on any Business Day prior to the Maturity Date. The Swingline Lender agrees, in accordance with the terms and conditions of this Agreement, including those in Article V, the Bank shall to make Swingline Advances (the “Working Capital Loan”on a same day basis) to the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant prior to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Maturity Date. (c2) Prior Each Borrowing under the Credit Facility shall consist of Advances made to the date hereof, applicable Borrower on the Bank has made Advances to same day by the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance applicable Lenders in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such applicable Lender’s relevant rateable portion. Each requested Advance shall be in an at least the minimum aggregate amount that is and in an integral multiple of $500,000 and not less than $1,000,000. At the time amount set forth in Schedule 5. (3) The Swingline Lender may, in its sole discretion, give notice to the Agent who shall forthwith notify the Lenders that each Base Rate Advance is made, such Base Rate Advance the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a Base Rate Advance may “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in an aggregate amount that is equal the Accommodations Outstanding under the Credit Facility and the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the entire unused balance Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the total Working Capital Commitment or that is Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of under this Agreement; (ii) that the conditions specified in ARTICLE 7 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrower shall not cause each Swingline Advance to be entitled repaid in full on the last Business Day of each calendar week. (4) In connection with the use or administration of Daily Simple SOFR, Term SOFR or SOFR, the Agent will have the right to requestmake Conforming Changes from time to time and, notwithstanding anything to the contrary herein or to elect to convert or continuein any other Loan Document, any Advance if amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Interest Period requested Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with respect thereto would end after the maturity date for such Advanceuse or administration of Daily Simple SOFR, Term SOFR or SOFR, as applicable.

The Advances. (a1) Subject Each applicable Lender severally and not jointly agrees, in accordance with the terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances to the Borrowers from time to time on any Business Day prior to the Maturity Date. The Swingline Lender agrees, in accordance with the terms and conditions of this Agreement, including those in Article V, the Bank shall to make Swingline Advances (the “Working Capital Loan”on a same day basis) to the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant prior to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment Loan”) to the Borrower on the date hereof in an aggregate amount not to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the Equipment Loan. The Equipment Loan Commitment shall terminate at the close of business on the Effective Maturity Date. (c2) Prior Each Borrowing under the Credit Facility shall consist of Advances made to the date hereof, applicable Borrower on the Bank has made Advances to same day by the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate Loan. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as the Borrower may request in accordance herewith. The Bank at its option may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance applicable Lenders in accordance with the terms of this Agreement.each applicable Lender’s relevant rateable portion. Each requested Advance shall: (ei) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an at least the minimum aggregate amount that is and in an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is madeamount set forth in SCHEDULE 4 and;. (ii) consist of an Advance, such Base Rate Advance a portion of which shall be made to the Canadian Borrower, in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance may be availment option available to the Canadian Borrower pursuant to Section 2.01(2) hereof in an aggregate amount that is equal to at least the entire unused balance BDC Commitment Percentage of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advance. (3) The Swingline Lender may, in its sole discretion, give notice to the Agent who shall forthwith notify the Lenders that the principal amount of the Swingline Lender’s outstanding Swingline Advances to the Borrowers shall be funded with a Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been given (y) on the Maturity Date if the Borrowers shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default, in which case Advances under the Credit Facility) (each such Borrowing, a “Mandatory Borrowing”) shall be made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each Lender shall share rateably in the Accommodations Outstanding under the Credit Facility and the proceeds of such Mandatory Borrowing shall be applied directly by the Agent to repay Advances outstanding to the Swingline Lender. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in Article 6 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrowers shall cause each Swingline Advance to be repaid in full on the last Business Day of each calendar week. (4) In connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or ▇▇▇▇▇, the Agent will have the right to make Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, in connection with the use or administration of Daily Simple SOFR, Term SOFR, SOFR or ▇▇▇▇▇, as applicable.

The Advances. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including those in Article Vhereinafter set forth, the Bank Lenders, severally but not jointly, shall make Advances (the “Working Capital Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Working Capital Loan Maturity Date in Availability Period, make loans (each an aggregate amount not to exceed at any time outstanding the Working Capital Commitment; provided, however, that the Working Capital Exposure shall at no time exceed the lesser of (y) the Working Capital Commitment or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the terms hereof. (b) Subject to the terms and conditions of this Agreement, including those in Article V, the Bank shall make an Advance (the “Equipment LoanAdvance”) to the Borrower on the date hereof a revolving basis in an aggregate amount outstanding up to but not exceeding (i) the amount of such Lender’s Commitment or (ii) such amount as maybe agreed to in the sole discretion of each Lender as provided in clause (b) below; provided, that no such Advance shall cause (x) a Borrowing Base Deficiency or a Funding Base Deficiency or (y) the Aggregate Outstandings to exceed the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid Aggregate Facility Amount; (b) During the Availability Period, to the extent any Notice of Borrowing requests Advances the making of which would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, upon the terms and subject to the conditions hereinafter set forth, each Lender may, in its sole and absolute discretion, with respect to the Equipment Loanamount of such requested Advances that would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, make such Advance to the Borrower; provided, that no such Advance shall cause (i) the Aggregate Outstandings to exceed the Aggregate Facility Amount or (ii) a Borrowing Base Deficiency or Funding Base Deficiency. The Equipment Loan Borrower hereby acknowledges and agrees that, notwithstanding any provision of this Agreement, or any other Transaction Document, no Lender has any obligation to make any Advances in excess of the amount of its Commitment and this Agreement does not create, and shall terminate at not be construed to create, any contractual or other commitment by any Lender to make any Advance in excess of the close amount of business on the Effective Dateits Commitment. (c) Prior Following the Closing Date and the initial Advance, no more than the Maximum Borrowing Percentage of the Aggregate Commitment Amount shall be permitted to be drawn in any rolling 30 day period, unless otherwise agreed by the date hereof, the Bank has made Advances to the Borrower having an aggregate principal amount currently outstanding of $932,731 that have been designated as Real Estate Loans under the Existing Credit Agreement. Such Advances shall remain outstanding following the effectiveness of this Agreement and are hereinafter referred to collectively as the “Real Estate Loan”. The Borrower may not reborrow amounts repaid with respect to the Real Estate LoanAdministrative Agent. (d) Each Advance shall be either a Base Rate Advance or a Eurodollar Advance as Subject to the Borrower may request in accordance herewith. The Bank at its option may make foregoing clauses (a), (b) and (c), any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of the Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. (e) At the commencement of each Interest Period for any Eurodollar Advance, such Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each Base Rate Advance is made, such Base Rate Advance shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Base Rate Advance Advances prepaid may be in an aggregate amount that is equal to the entire unused balance of the total Working Capital Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 4.04. Advances of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the maturity date for such Advancereborrowed.