Common use of The Advances Clause in Contracts

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been madeSubject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 3643-Day Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, agrees to make a 3643-Day Year Tranche Advance denominated to the Company in Dollars to the Borrower on the Closing Date in up to an aggregate principal amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to exceeding such Lender’s 3643-Day Year Tranche Commitment. The 3-Year Tranche Commitment immediately prior to the making of such 364each 3-Day Year Tranche Advance. Each Lender’s 364-Day Tranche Commitment Lender shall terminate upon the making of the 364-Day Tranche Advances automatically expire on the Closing Date. 364Date after giving effect to the 3-Day Year Tranche Advances borrowed under made pursuant to this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such Lender’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year Tranche Lender, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender severally and not jointly agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, to advance same day funds denominated including those in Dollars Article V, the Bank shall make Advances (the “Working Capital Loan”) to the Administrative Agent Borrower from time to time on any Business Day during the Pre-Closing Funding period from the date hereof until the Working Capital Loan Maturity Date in an aggregate amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche 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 immediately prior or (z) the Working Capital Loan Borrowing Base. Within the foregoing limits, the Borrower may borrow, prepay and reborrow pursuant to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on terms hereof. (b) Subject to the terms and conditions hereinafter set forthof this Agreement, to including those in Article V, the Bank shall make a 364-Day Tranche an Advance denominated in Dollars (the “Equipment Loan”) to the Borrower on the Closing Date date hereof in an aggregate amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior the Equipment Loan Commitment. The Borrower may not reborrow amounts repaid with respect to the making of such 364-Day Tranche AdvanceEquipment Loan. Each Lender’s 364-Day Tranche The Equipment Loan Commitment shall terminate upon at the making close of the 364-Day Tranche Advances business on the Closing Effective Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars Prior to the Administrative Agent on date hereof, the Pre-Closing Funding Date in an amount requested by 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 otherwise 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 Section 2.02the 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 to exceed 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 such Lender’s 5-Year Tranche the entire unused balance of the total Working Capital Commitment immediately prior or that is required to finance the making reimbursement of such advancean LC Disbursement as contemplated by Section 4.04. If 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 Pre-Closing Funding Election has not been madetotal of four Eurodollar Advances outstanding. Notwithstanding any other provision of this Agreement, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowedentitled 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) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche Advance denominated in Dollars Bridge Advances to the Borrower from time to time on any Business Day during the Closing Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche outstanding Commitment immediately prior to the making of such 364-Day Tranche the Bridge Advance. Each Lender’s 364-Day Tranche Commitment Bridge Advance shall terminate upon be funded in Sterling in an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances of the same Type made simultaneously the same day by the Lenders ratably according to their relevant respective Commitments. All such Bridge Advances shall be denominated in Dollars 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 Advance by a Lender such Lender’s Commitment will be permanently reduced by the 364aggregate principal amount (as funded in Sterling) of such Advance. The Borrower may prepay Advances pursuant to Section 2.10; provided that Advances may not be reborrowed once repaid. (b) Each of the Borrower and 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-Day Tranche Advances Closing Securities Demand or (ii) by the time specified for payment in Section 2.13(a) on the Closing Bridge Facility Maturity Date, then the outstanding principal amount of each Lender’s Bridge Advances shall, on such Demand Failure Date or the time specified for payment on the Bridge Facility Maturity Date, as applicable, automatically be converted into an advance (individually, an “Extended Advance” and, collectively, the “Extended Advances”) to the Borrower on such Demand Failure Date or the Bridge Facility Maturity Date, as applicable, in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Advances (collectively, the “Rollover Conversion”). 364-Day Tranche It is understood and agreed that the Bridge Advances borrowed under this that are converted into Extended Advances constitute the same Indebtedness as such Bridge Advances so converted and that no novation shall be effected by any such conversion. Upon such Rollover Conversion (or, if later, immediately following the end of the Certain Funds Period), the Conversion Fee shall be due and payable. (c) 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 principal amount of Extended Advances issued by such Lender, which corresponding principal amount of Bridge Advances shall be satisfied by the conversion of such Bridge Advances into Extended Advances in accordance with Section 2.01(a) and paid or prepaid 2.01(b). Amounts repaid in respect of Extended Advances may not be reborrowed. (bd) If a Pre-Closing Funding Election has been madeNotwithstanding anything to the contrary contained in this Agreement, each 3-Year Tranche Lender severally upon and not jointly agreesafter the Rollover Conversion, the Extended Advances shall be governed by the terms of this Agreement upon the same terms as the Bridge Advances (including, for the avoidance of doubt, Section 3.04), except that (i) the Extended Advances shall mature on the terms and conditions hereinafter set forthExtended Advance Maturity Date, to advance same day funds denominated in Dollars (ii) the Extended Advances shall bear interest at a rate per annum equal to the Administrative Agent on the Pre-Closing Funding Date Total Cap as in an amount requested by the Borrower effect from time to time and otherwise determined in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior 2.08(a) and (iii) the covenants that would have been applicable to the making of such advance. If a Pre-Closing Funding Election has not Demand Securities, had they been madeissued, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars will be applicable to the Borrower on Extended Advances in lieu of the Closing Date in an amount requested by corresponding provisions herein. Each of the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent shall use its reasonable best efforts to enter into an amendment (the “Rollover Amendment”) reflecting the foregoing on or before the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making date of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowedRollover Conversion.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, forth (a) to advance same day funds make Tranche 1 Advances denominated in Dollars to the Administrative Agent Borrower from time to time on any Business Day during the Pre-Closing Funding Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day outstanding Tranche 1 Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been madethe Tranche 1 Advance, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, (b) to make a 364-Day Tranche Advance 2 Advances denominated in Dollars to the Borrower from time to time on any Business Day during the Closing Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day outstanding Tranche 2 Commitment immediately prior to the making of such 364-Day the Tranche 2 Advance. Each Lender’s 364-Day , (c) to make Tranche Commitment shall terminate upon the making of the 364-Day Tranche 3 Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent Borrower from time to time on any Business Day during the Pre-Closing Funding Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year outstanding Tranche 3 Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year the Tranche Lender severally 3 Advance and not jointly agrees, on the terms and conditions hereinafter set forth, (d) to make a 3-Year Tranche Advance 4 Advances denominated in Dollars to the Borrower from time to time on any Business Day during the Closing Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year outstanding Tranche 4 Commitment immediately prior to the making of such 3-Year the Tranche 4 Advance. Each Lender’s 3-Year Tranche Commitment Borrowing shall terminate upon be in an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall initially consist of Eurocurrency Rate Advances of the same Class made on the same day by the Lenders ratably according to their respective relevant Commitments. Upon the making of any Advance by a Lender such Lender’s relevant Commitment will be permanently reduced by the 3-Year Tranche aggregate principal amount of such Advance. The Borrower may prepay Advances on the Closing Date. 3-Year Tranche pursuant to Section 2.10, provided that Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowedreborrowed once repaid. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, forth (a) to advance same day funds make Tranche 1 Advances denominated in Sterling and/or Dollars to the Administrative Agent Borrower from time to time on any Business Day during the Pre-Closing Funding Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day outstanding Tranche 1 Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been madethe Tranche 1 Advance, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, (b) to make a 364-Day Tranche Advance 2 Advances denominated in Sterling and/or Dollars to the Borrower from time to time on any Business Day during the Closing Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day outstanding Tranche 2 Commitment immediately prior to the making of such 364-Day the Tranche Advance. Each Lender’s 364-Day 2 Advance and (c) to make Tranche Commitment shall terminate upon the making of the 364-Day Tranche 3 Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Sterling and/or Dollars to the Administrative Agent Borrower from time to time on any Business Day during the Pre-Closing Funding Date Availability Period in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year outstanding Tranche 3 Commitment immediately prior to the making of such advancethe Tranche 3 Advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date Each Borrowing shall be in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances of the same Type and Class made on the same day by the Lenders ratably according to their respective relevant Commitments. Upon the making of any Advance by a Lender such Lender’s 3-Year Tranche relevant Commitment immediately prior to will be permanently reduced by the making Sterling Equivalent of the aggregate principal amount of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche The Borrower may prepay Advances on the Closing Date. 3-Year Tranche pursuant to Section 2.10, provided that Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowedreborrowed once repaid. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a1) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each applicable Lender severally and not jointly agrees, on in accordance with the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower of this Agreement and otherwise in accordance with Section 2.02the applicable Borrowing Notice, not to exceed an amount equal make Advances to such Lender’s 364-the Borrowers from time to time on any Business Day Tranche Commitment immediately prior to the making of such advanceMaturity Date. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche The Swingline Lender severally and not jointly agrees, on in accordance with the terms and conditions hereinafter set forthof this Agreement, to make Swingline Advances (on a 364-Day Tranche Advance denominated in Dollars same day basis) to the Borrowers from time to time on any Business Day prior to the Maturity Date. (2) Each Borrowing under the Credit Facility shall consist of Advances made to the applicable Borrower on the Closing Date in an amount requested same day by the Borrower and otherwise applicable Lenders in accordance with Section 2.02, not to exceed an amount equal to such each applicable Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advancerelevant rateable portion. Each Lender’s 364-Day Tranche Commitment requested Advance shall terminate upon be in at least the making minimum aggregate amount and in an integral multiple of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowedamount set forth in Schedule 5. (b3) If 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 Pre-Closing Funding Election has Borrowing or Borrowings under the Credit Facility (provided that such notice shall be deemed to have been madegiven (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 3-Year Tranche Lender severally 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 jointly agreescomply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in ARTICLE 7 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Commitment after any Swingline Advance was made by the Swingline Lender. In addition to the foregoing, the Borrower shall cause each Swingline Advance to be repaid in full on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making last Business Day of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowedcalendar week. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche The Revolving Credit Advances. Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make advances (each a 364-"Revolving Credit Advance") to each Borrower from time to time on any Business Day Tranche Advance denominated in Dollars to during the Borrower on period from the Closing 25 20 Effective Date until the Termination Date in an amount requested for each such Revolving Credit Advance (determined in the case of any Revolving Credit Advance denominated in a Primary Currency by reference to the Borrower and otherwise Equivalent thereof in accordance with Section 2.02, US Dollars on such Business Day) not to exceed an amount equal such Lender's Unused Revolving Credit Commitment at such time; provided, however, that, after giving effect to such Lender’s 364-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 Tranche Commitment immediately prior to plus (y) the making aggregate Available Amount of all Letters of Credit outstanding on such 364-Business Day Tranche Advanceshall not exceed the Revolving Credit Facility on such Business Day. Each Lender’s 364-Day Tranche Commitment Revolving Credit Borrowing shall terminate upon be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or the making 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 repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the 364-Day Tranche Advances same 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 Foreign Loan Amount on such date shall not exceed $100,000,000. Any "Revolving Credit Advances" outstanding on the Closing DateEffective Date under the Existing Credit Agreement shall be Revolving Credit Advances for all purposes hereunder and under the other Loan Documents. 364-Day Tranche Advances borrowed Within the limits of each Lender's Commitment, the Borrowers may borrow under this Section 2.01(a) 2.01, prepay pursuant to Section 2.11 and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed reborrow under this Section 2.01(b) and paid or prepaid may not be reborrowed2.01. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been madeEach Revolving Credit Bank, each 364-Day Tranche Lender severally and not jointly agreesfor itself alone, on the terms and conditions hereinafter set forth, hereby agrees to advance same day funds denominated in Dollars make Revolving Credit Advances to the Administrative Agent Borrower from time to time on any Business Day prior to the Pre-Closing Funding Termination Date in an aggregate amount requested by the Borrower and otherwise in accordance with Section 2.02, outstanding not to exceed at any time such Revolving Credit Bank’s Revolving Credit Commitment. Each Borrowing of Revolving Credit Advances shall be in an aggregate amount equal to such Lender’s 364-Day Tranche Commitment immediately prior 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 same Type made to the making Borrower on the same day by the Revolving Credit Banks ratably according to their respective Revolving Credit Commitments and in the case of such advanceRevolving Credit Advances that are Eurodollar Rate Advances, having the same Interest Period. If a Pre-Closing Funding Election has not been madeWithin the limits of each Revolving Credit Bank’s Commitment, each 364-Day Tranche Lender the Borrower may borrow, prepay pursuant to Section 2.06(c) and reborrow. (b) Each Term Loan Bank, severally and not jointly agreesfor itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make a 364-Day Tranche Advance denominated Term Loan Advances to the Borrower solely on the Effective Date in Dollars an aggregate amount outstanding not to exceed at any time such Term Loan Bank’s Term Loan Commitment. The Borrowing of Term Loan Advances shall consist of Term Loan Advances of the same Type made to the Borrower on the Closing Date in an amount requested same day by the Banks ratably according to their respective Term Loan Commitments and in the case of Term Loan Advances that are Eurodollar Rate Advances, having the same Interest Period. The Term Loan Advances are not revolving credit commitments and the Borrower and otherwise in accordance with Section 2.02, not shall have no right to exceed an amount equal to such Lender’s 364re-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid borrow any amounts voluntarily or mandatory repaid or prepaid may not be reborrowedpursuant to this Agreement. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender severally and not jointly agrees, on Subject to the terms and conditions hereinafter of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forthforth in this Agreement and the other Loan Documents, each Multicurrency Tranche Lender severally agrees to advance same day funds denominated in Dollars make Multicurrency Tranche Advances to the Administrative Agent on Borrowers (including the Pre-Closing Funding Company) in US Dollars and Foreign Currencies from time to time from the Effective Date in an amount through, but not including, the Termination Date as requested by the Borrower and otherwise Company, on behalf of one or more Borrowers, in accordance with the terms of Section 2.02; provided, that (i) Multicurrency Tranche Advances made by any Multicurrency Tranche Lender shall not to at any time exceed an amount equal to such Multicurrency Tranche Lender’s 364-Day Multicurrency Tranche Unused Commitment and (ii) a Multicurrency Tranche Lender may designate a Eurodollar Lending Office as a lender of all or a portion of its Multicurrency Tranche Commitment immediately prior under this Agreement. Subject to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forthhereof, to make the Borrowers may borrow, repay and reborrow Multicurrency Tranche Advances hereunder until the Termination Date. Each Multicurrency Tranche Advance shall be comprised entirely of (i) in the case of a 364-Day Multicurrency Tranche Advance denominated in Dollars to Foreign Currencies, Eurodollar Rate Advances, and (ii) in the Borrower case of a Multicurrency Tranche Advance denominated in US Dollars, (A) Eurodollar Rate Advances or (B) Base Rate Advances, as the Company, on the Closing Date in an amount requested by the Borrower and otherwise behalf of one or more Borrowers, may request in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowedtherewith. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on Subject to the terms and conditions hereinafter of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forthforth in this Agreement and the other Loan Documents, each US Tranche Lender severally agrees to advance same day funds denominated in Dollars make US Tranche Advances to the Administrative Agent on Company in US Dollars from time to time from the Pre-Closing Funding Effective Date in an amount through, but not including, the Termination Date as requested by the Borrower and otherwise Company in accordance with the terms of Section 2.02; provided, that US Tranche Advances made by any US Tranche Lender shall not to at any time exceed an amount equal to such US Tranche Lender’s 3-Year US Tranche Commitment immediately prior Unused Commitment. Subject to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forthhereof, to make a 3-Year the Company may borrow, repay and reborrow US Tranche Advances hereunder until the Termination Date. Each US Tranche Advance denominated in Dollars to shall be comprised entirely of (i) Eurodollar Rate Advances or (ii) Base Rate Advances, as the Borrower on the Closing Date in an amount requested by the Borrower and otherwise Company may request in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowedtherewith. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on Notwithstanding any provision in the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars Loan Documents to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the contrary, no Foreign Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior or other Foreign Subsidiary shall be liable for Advances made to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making Company or other Obligations of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowedCompany.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche COMMITTED ADVANCES. Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche Advance denominated in Dollars Committed Advances to the Borrower and the Subsidiary Borrowers, from time to time on any Business Day from the Closing Date date hereof to the Final Maturity Date, in an aggregate amount requested by the Borrower and otherwise (determined in accordance with Section 2.02, Dollars) not to exceed an at any time outstanding the Dollar amount equal of such Lender's Commitment; PROVIDED, HOWEVER, that such Lender shall not be obligated to make any Committed Advance if, after giving effect to such Lender’s 364-Day Tranche Committed Advance and the other Committed Advances to be made by the other Lenders as part of the same Committed Borrowing, (x) the Facility Usage shall exceed the Total Commitment immediately prior or (y) in the event such Borrowing is being made by a Subsidiary Borrower, the aggregate amount of outstanding Advances to such Subsidiary Borrower shall exceed such Subsidiary Borrower's Subsidiary Borrower Sublimit; PROVIDED, FURTHER, that such Lender shall not be obligated to make any Committed Advance in an Alternative Currency if, after giving effect to such Committed Advance and the making other Committed Advances to be made by the other Lenders as part of such 364-Day Tranche Advancethe same Committed Borrowing, the then outstanding aggregate principal amount (determined in Dollars) of all Committed Advances denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed Committed Borrowing under this Section 2.01(a) shall (i) be in an aggregate amount not less than $1,000,000 in the case of Base Rate Advances, $1,000,000 in the case of Eurocurrency Rate Committed Advances denominated in Dollars and paid or prepaid may not $1,500,000 in the case of Eurocurrency Rate Committed Advances denominated in an Alternative Currency, (ii) be reborrowed. in an integral multiple of $100,000 in the case of Base Rate Advances and $500,000 in the case of each other type of Advance, and (biii) If a Pre-Closing Funding Election has been madeconsist of Committed Advances of the same Interest Type made in the same currency on the same Business Day by the Lenders ratably according to their respective Commitments, SUBJECT, HOWEVER, to the provisions of Section 2.02(c). Within the limits of each 3-Year Tranche Lender severally Lender's Commitment and not jointly agrees, on subject to the terms and conditions hereinafter set forthprovisions hereof, the Borrowers may from time to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed time borrow under this Section 2.01(b) 2.01(a), prepay pursuant to Section 2.12, and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed reborrow under this Section 2.01(c) and paid or prepaid may not be reborrowed2.01(a).

The Advances. (a) If (%4)Each Initial Lender with a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender A1 Commitment severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche A1 Advance denominated in U.S. Dollars to the Borrower on the Closing Funding Date in an a principal amount requested 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 otherwise notified to the Administrative Agent in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (bi) If Each Initial Lender with a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender A2 Commitment severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche A2 Advance denominated in Dollars Euros to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an aggregate principal amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an its Tranche A2 Commitment on the Funding Date. The Borrower may make only one borrowing of the full amount equal to such Lender’s 5-Year 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 immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche A3 Advance denominated in Dollars Euros to the Borrower on the Closing Funding Date in an aggregate principal amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year its Tranche A3 Commitment immediately prior to on the making of such 5-Year Tranche AdvanceFunding Date. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making The Borrower may make only one borrowing of the 5-Year full amount of the Tranche Advances A3 Advances, which shall be made on the Closing Funding Date. 5-Year The Tranche A3 Advances may only consist of Eurocurrency Rate Advances. (iii) Any amount borrowed under this Section 2.01(c2.01(a) and paid subsequently repaid or prepaid may not be reborrowed. The Tranche A1 Commitments of each Tranche A1 Lender, the Tranche A2 Commitments of each Tranche A2 Lender and the Tranche A3 Commitments of each Tranche A3 Lender shall terminate immediately and without further action on the Funding Date, after giving effect to the funding of such Lender’s Tranche A1 Commitment, Tranche A2 Commitment and Tranche A3 Commitment, as applicable, on such date (regardless of whether the full amount thereof is requested by the Borrower). (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 set forth herein and in the applicable Incremental Assumption Amendment.

The Advances. 24 (a) If (%4) Each Initial Lender with a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender A1 Commitment severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche A1 Advance denominated in U.S. Dollars to the Borrower on the Closing Funding Date in an a principal amount requested 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 otherwise notified to the Administrative Agent in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (bi) If Each Initial Lender with a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender A2 Commitment severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche A2 Advance denominated in U.S. Dollars to the Borrower on the Closing Funding Date in an aggregate principal amount requested 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 otherwise notified to the Administrative Agent in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (cii) If Each Initial Lender with a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender A3 Commitment severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche A3 Advance denominated in Dollars Euros to the Borrower on the Closing Funding Date in an aggregate principal amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately the Equivalent in Euros, determined as of the date that is three Business Days prior to the making Funding Date, of such 5-Year its Tranche AdvanceA3 Commitment on the Funding Date. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making The Borrower may make only one borrowing of the 5-Year full amount of the Tranche Advances A3 Advances, which shall be made on the Closing Funding Date. 5-Year The Tranche A3 Advances may only consist of Eurocurrency Rate Advances. (iii) Any amount borrowed under this Section 2.01(c2.01(a) and paid subsequently repaid or prepaid may not be reborrowed. The Tranche A1 Commitments of each Tranche A1 Lender, the Tranche A2 Commitments of each Tranche A2 Lender and the Tranche A3 Commitments of each Tranche A3 Lender shall terminate immediately and without further action on the Funding Date, after giving effect to the funding of such Lender’s Tranche A1 Commitment, Tranche A2 Commitment and Tranche A3 Commitment, as applicable, on such date (regardless of whether the full amount thereof is requested by the Borrower).

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Revolving Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche Advance denominated Revolving Credit Advances in Dollars to any Borrower from time to time on any Business Day during the Borrower on period from the Closing Date until the Maturity Date 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 exceed at any time the aggregate amount of the Revolving Commitments of the Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount requested of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Borrower and otherwise in accordance with Section 2.02, not Revolving Lenders ratably according to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advancetheir respective Revolving Commitments. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed 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 paid or prepaid may not be reborrowedreborrow under this Section 2.01(a). (b) If a Pre-Closing Funding Election has been madeIn connection with the Existing Credit Agreement, each 3-Year Tranche Term Loan Lender severally and not jointly agreesmade, on the terms and conditions hereinafter set forthforth therein, Term Loan Advances to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date ROC in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an aggregate principal amount equal to such Lender’s 3-Year Tranche Commitment immediately prior 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 ROC shall be the making only Borrower for purposes of such advancethis Section 2.01(b). If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally 13560288v14 (c) In connection with the Existing First Amendment and not jointly agrees, on the terms and conditions hereinafter set forthforth in the Existing Credit Agreement and therein, the 2016 Incremental Term Loan Lenders made 2016 Incremental Term Loan Advances to make a 3-Year Tranche Advance denominated ROC in Dollars an aggregate principal amount equal to the Borrower THREE HUNDRED MILLION DOLLARS ($300,000,000) on April 28, 2016. The outstanding principal amount of 2016 Incremental Term Loan Advances as of the Closing Date in an amount requested by is TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2016 Incremental Term Loan Advances are not revolving commitments, and ROC shall not have the Borrower right to repay and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed reborrow under this Section 2.01(b) 2.01(c). It is understood and paid or prepaid may not agreed that ROC shall be reborrowedthe only Borrower for purposes of this Section 2.01(c). (cd) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally In connection with the Existing Fourth Amendment and not jointly agrees, on the terms and conditions hereinafter set forthforth in the Existing Credit Agreement and therein, the 2021 Incremental Term Loan Lenders made 2021 Incremental Term Loan Advances to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date RLP in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an aggregate principal amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making TWO HUNDRED MILLION DOLLARS ($200,000,000) on January 4, 2022. The outstanding principal amount of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on 2021 Incremental Term Loan Advances as of the Closing Date in an amount requested by is TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2021 Incremental Term Loan Advances are not revolving commitments, and RLP shall not have the Borrower right to repay and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed reborrow under this Section 2.01(c) 2.01(d). It is understood and paid or prepaid may not agreed that RLP shall be reborrowedthe only Borrower for purposes of this Section 2.01(d).

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forthforth (a) to make a Tranche 1 Advance denominated in Sterling to each applicable Borrower on the Closing Date in an amount not to exceed such Lender’s outstanding Tranche 1 Commitment immediately prior to the making of the Tranche 1 Advance, (b) to advance same day funds make a Tranche 2 Advance denominated in Dollars to the Administrative Agent each applicable Borrower (x) on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day outstanding Tranche 2 Commitment immediately prior to the making of such advance. If Tranche 2 Advance and (y) on a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche Advance denominated in Dollars to the Borrower on single date after the Closing Date during the Certain Funds Period and no later than the Delayed Draw Long Stop Date (such date, the “Delayed Draw Date”) in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Delayed Draw Commitment immediately prior to the making of such 364-Day Tranche 2 Advance (such Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a, a “Delayed Draw Advance”) and paid or prepaid may not be reborrowed. (bc) If in the event that any Lender (other than an Initial Lender) shall have become a PreNon-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make Supplemental Advances (each, a 3-Year Tranche Advance “Supplemental Advance”) denominated in Dollars to the Borrower Sterling or Dollars, as applicable, on the Closing Date (or the Delayed Draw Date, if applicable) to each applicable Borrower in an amount deemed to be requested by each such Borrower under Section 2.03 not exceeding such Lender’s remaining Commitment (after giving effect to all Tranche 1 Advances and Tranche 2 Advances made by such Lender pursuant to Sections 2.01(a) and (b)). For the Borrower and otherwise avoidance of doubt, each Supplemental Advance made by a Lender in accordance with Section 2.02, not to exceed respect of its Commitment under a particular Tranche shall be an Advance of the same Tranche. Each Borrowing shall be in an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances of the same Type and Class made on the same day by the Lenders ratably according to their respective relevant Commitments. Upon the making of any Advance by a Lender such Lender’s 3-Year Tranche 1 Commitment immediately prior to will be permanently reduced by the making aggregate principal amount of such 3-Year Tranche 1 Advance and such Lender’s Tranche 2 Commitment will be permanently reduced by the aggregate principal amount of such Tranche 2 Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Borrower may prepay Advances on the Closing Date. 3-Year Tranche pursuant to Section 2.10, provided that Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowedreborrowed once repaid. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If (i) The Revolving Credit A Advances. Each Lender (other than a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender that is solely a PI Lender) severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make advances (each a 364-"Revolving Credit A Advance") to each Borrower (other than PI) from time to time on any Business Day Tranche Advance denominated in Dollars to during the Borrower on period from the Closing Effective Date until the Termination Date in an amount requested 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 Borrower and otherwise Equivalent thereof in accordance with Section 2.02, US Dollars on such Business Day) not to exceed an amount equal such Lender's Unused Revolving Credit A Commitment at such time; provided, however, that, after giving effect to such Lender’s 364-Revolving Credit Borrowing, (A) the sum of (x) the 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 Tranche Commitment immediately prior 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, (B) in the case of PHK, the sum of the aggregate outstanding principal amount of Revolving Credit A Advances to PHK (determined in the case of any such Borrowings in a Primary Currency by reference to the making Equivalent thereof in US Dollars on such Business Day) and the aggregate Available Amount of all Letters of Credit issued for the account of PHK shall not exceed $110,000,000, and (C) in the case of PBV, the sum of the aggregate outstanding principal of Revolving Credit A Advances to PBV (determined in the case of any such 364-Day Tranche AdvanceBorrowings in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) and the aggregate Available Amount of all Letters of Credit issued for the account of PBV shall not exceed $25,000,000. Each Lender’s 364-Day Tranche Commitment Revolving Credit A Borrowing hereunder shall terminate upon be in an aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof (or the making Equivalent thereof in the Primary Currency in which such Revolving Credit A Borrowing is denominated) (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit A Advances of the 364-Day Tranche Advances on same Type and in the Closing Datesame currency made simultaneously by such Lenders ratably according to their Revolving Credit A Commitments. 364-Day Tranche Advances borrowed Within the limits of each such Lender's respective Revolving Credit A Commitment, the Borrowers (other than PI) may borrow under this Section 2.01(a) 2.01(a)(i), prepay pursuant to Section 2.11 and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed reborrow under this Section 2.01(b) and paid or prepaid may not be reborrowed2.01(a)(i). (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Lender severally and not jointly agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to advance same day funds denominated make a loan in Dollars to the Administrative Agent Borrower on the Pre-Closing each Funding Date in an amount requested equal to the Requested Amount for such Funding Date multiplied by such Lender’s Applicable Percentage (up to an aggregate amount equal to the amount of such Lender’s Commitment as set forth on Schedule I hereto) (any such loan, an “Advance”). After Administrative Agent’s receipt of such funds on the relevant Funding Date, and upon fulfillment of the conditions set forth in Article 4, Administrative Agent shall make such funds as it has received available to Borrower and otherwise by depositing such funds into the Funding Account; provided that Administrative Agent shall, at Borrower’s request, net any Advance due to Borrower against any amount payable hereunder in accordance with Section 2.02, not to exceed an amount equal to such each Lender’s 364respective Applicable Percentage. The Commitments shall be permanently reduced on a dollar-Day Tranche Commitment immediately prior to for-dollar basis by the making aggregate amount of such advanceAdvances made on any Funding Date. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, Any remaining Commitments shall terminate on the terms and conditions hereinafter set forthearliest of (i) the Drawdown End Date, to make a 364-Day (ii) the occurrence of the Tranche Advance denominated in Dollars to the Borrower on the 2 Closing Date (as defined in an amount requested by the Borrower Share Purchase Agreement) and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to (iii) the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making termination of the 364-Day Tranche Advances on Share Purchase Agreement. Borrower may, at any time, terminate all or any part of the Closing Date. 364-Day Tranche Advances borrowed Commitments by notifying the Administrative Agent in writing and making any payments required under this Section 2.01(a) and paid or prepaid may not be reborrowed2.04(a). (b) If a Pre-Closing Funding Election has been madeAny Advance or any portion thereof, each 3-Year Tranche Lender severally and not jointly agreesonce prepaid or repaid, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If At least two Business Days prior to each Funding Date, Borrower shall so notify Administrative Agent in writing in substantially the form of Exhibit I (a Pre-Closing “Borrowing Notice”), and such Borrowing Notice shall include the total amount to be drawn on such Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on Date (the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars “Requested Amount”); provided that (x) with respect to the Administrative Agent on First Funding Date, the Pre-Closing Requested Amount must be less than or equal to the Maximum Aggregate Commitment Amount, (y) with respect to the Second Funding Date in Date, the Requested Amount must be less than or equal to the excess of the Maximum Aggregate Commitment Amount over the aggregate amount of all Advances made with respect to the First Funding Date, and (z) with respect to any Funding Date, the Requested Amount must be less than or equal to an amount requested by that would result in (i) the Borrower LTV Ratio exceeding the LTV Margin Call Level and otherwise (ii) if the LTV Ratio would exceed 50%, the LTPP Ratio exceeding 50%, in accordance with Section 2.02each case, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior after giving effect to the making Advance of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally amount (and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making related delivery of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowedCollateral Shares).

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Revolving Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Revolving Credit Advances to any Borrower from time to time on any Business Day Tranche Advance denominated in Dollars to during the Borrower on period from the Closing Date until the Maturity Date up to the full amount of such Revolving Lender’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not exceed at any time the aggregate amount of the Revolving CHAR2\1701593v10 Commitments of the Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount requested of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Borrower and otherwise in accordance with Section 2.02, not Revolving Lenders ratably according to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advancetheir respective Revolving Commitments. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed 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 paid or prepaid may not be reborrowedreborrow under this Section 2.01(a). (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Each Term Loan Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars 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 Borrower on full amount of such Term Loan Lender’s Term Loan Commitment hereunder; provided that (i) the Closing Date aggregate amount of such Term Loan Advances made by such Term Loan Lender at any time outstanding shall not exceed such Term Loan Lender’s Term Loan Commitment, and (ii) the sum of the aggregate outstanding principal amount of the Term Loan Advances made by all Term Loan Lenders shall not exceed at any time the aggregate amount of the Term Loan Commitments of the Term Loan Lenders. Each Term Loan Advance shall be in a minimum aggregate amount of $100,000,000 or an amount requested integral multiple of $1,000,000 in excess thereof and shall be made by the Borrower Term Loan Lenders ratably according to their respective Term Loan Commitments. The Term Loan Commitments are not revolving commitments, and otherwise in accordance with Section 2.02, ROC shall not have the right to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed repay and reborrow under this Section 2.01(b) and paid or prepaid may not ). Upon the funding of a Term Loan Advance, the Term Loan Commitment of such Term Loan Lender shall be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested reduced by the Borrower and otherwise in accordance with Section 2.02amount 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 to exceed an amount equal drawn prior to such Lender’s 5-Year Tranche Commitment immediately prior to date. It is understood and agreed that ROC shall be the making only Borrower for purposes of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed2.01(b).

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower of this Agreement and otherwise in accordance with Section 2.02the applicable Borrowing Notice, not to exceed an amount equal make Advances under the applicable Credit Facility to such Lender’s 364-the Borrowers from time to time on any Business Day Tranche Commitment immediately prior to the making 5 Year Maturity Date of such advanceLender 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. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Each 5 Year Swingline Lender severally and not jointly agrees, on the terms and conditions hereinafter set forthof this Agreement, to make Swingline Advances consisting of Canadian Prime Rate Advances and Base Rate (Canada) Advances (on a 364-Day Tranche Advance denominated in Dollars same day basis) to the Borrower Borrowers from time to time on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-any Business Day Tranche Commitment immediately prior to the making 5 Year Maturity Date in respect of such 364-Day Tranche Advance. Each a 5 Year Swingline Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been madeSubject to Section 1.7, each 3-Year Tranche Lender severally and not jointly agrees, Borrowing (other than a Swingline Advance by way of overdraft) shall consist of the same Types of Advances made to a Borrower on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise relevant Lenders in accordance with Section 2.02, not to exceed an amount equal to each such Lender’s 3-Year Tranche Commitment immediately prior to rateable portion. Each requested Advance shall be in the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally minimum aggregate amount and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making integral multiple of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowedamount set forth in Schedule 6. (c) If Each Borrower shall repay each outstanding Swingline Advance within five (5) Business Days of the date such Swingline Advance was made available to the applicable Borrower from the proceeds of an Accommodation under the 5 Year Facility which is not a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to Swingline Advance. Upon receipt of a notice from the Administrative Agent that an Event of Default has occurred and is continuing, the Administrative Agent shall forthwith notify the 5 Year Lenders that the principal amount of its outstanding Swingline Advances shall be funded with a Borrowing under the 5 Year Facility (provided that such notice shall be deemed to have been given (y) on the Pre-Closing Funding latest 5 Year Maturity Date in respect of the 5 Year Lenders if the applicable Borrower shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an amount requested Event of Default), in which case Advances (each such Borrowing, a “Mandatory 5 Year Borrowing”) shall be made on the next Business Day by all 5 Year Lenders so that immediately after the Mandatory 5 Year Borrowing, each 5 Year Lender shall share rateably in the Accommodations Outstanding under the 5 Year Facility and the proceeds of such Mandatory 5 Year Borrowing shall be applied directly by the Borrower and otherwise in accordance with Section 2.02, not Administrative Agent to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior repay Swingline Advances outstanding to the making 5 Year Swingline Lenders. Each Lender shall make Advances pursuant to a Mandatory 5 Year Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding: (i) that the amount of the Mandatory 5 Year Borrowing may not comply with the minimum amount for 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 advance. If a Pre-Closing Funding Election has not been made, each 5-Mandatory 5 Year Tranche Lender severally and not jointly agrees, on Borrowing; and (v) any reduction in the terms and conditions hereinafter set forth, to make a 5-Commitment under the 5 Year Tranche Facility after any Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested was made by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-applicable 5 Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowedSwingline Lenders.

The Advances. (a) If a Pre-Closing Funding Election has been madeSubject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 3643-Day Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, agrees to make a 3643-Day Year Tranche Advance denominated to the Company in Dollars to the Borrower on the Closing Date in up to an aggregate principal amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to exceeding such Lender’s 3643-Day Year Tranche Commitment. The 3-Year Tranche Commitment immediately prior to the making of such 364each 3-Day Year Tranche Advance. Each Lender’s 364-Day Tranche Commitment Lender shall terminate upon the making of the 364-Day Tranche Advances automatically expire on the Closing Date. 364Date after giving effect to the 3-Day Year Tranche Advances borrowed under made pursuant to this Section 2.01(a) on such date (but, with respect to each such 3-Year Tranche Lender, only to the extent that such Lender fulfills its obligation to make such 3-Year Tranche Advances on such date). (b) Subject to Sections 2.05 and 3.03, and subject to and upon the other terms and conditions set forth in this Agreement, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Advance to the Company in Dollars on the Closing Date up to an aggregate principal amount not exceeding such ▇▇▇▇▇▇’s 5-Year Tranche Commitment. The 5-Year Tranche Commitment of each 5-Year Tranche Lender shall automatically expire on the Closing Date after giving effect to the 5-Year Tranche Advances made pursuant to this Section 2.01(b) on such date (but, with respect to each such 5-Year ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, only to the extent that such 5-Year Tranche Lender fulfills its obligation to make such 5-Year Tranche Advances on such date). (c) Except as provided for in Section 3.03, Advances made under this Section 2.01 and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Revolving Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Revolving Credit Advances to any Borrower from time to time on any Business Day Tranche Advance denominated in Dollars to during the Borrower on period from the Closing Date until the Maturity Date up to the full amount of such Revolving Lender’s Revolving Commitment hereunder; provided that (i) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the aggregate amount of Revolving Credit Exposure shall not exceed at any time the aggregate amount of the Revolving Commitments of the Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount requested of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Borrower 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 otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed reborrow under this Section 2.01(a) and paid or prepaid may not be reborrowed). (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Each Term Loan Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars 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 Borrower on full amount of such Term Loan Lender’s Term Loan Commitment hereunder; provided that (i) the Closing Date aggregate amount of such Term Loan Advances made by such Term Loan Lender at any time outstanding shall not exceed such Term Loan Lender’s Term Loan Commitment, and (ii) the sum of the aggregate outstanding principal amount of the Term Loan Advances made by all Term Loan Lenders shall not exceed at any time the aggregate amount of the Term Loan Commitments of the Term Loan Lenders. Each Term Loan Advance shall be in a minimum aggregate amount of $100,000,000 or an amount requested integral multiple of $1,000,000 in excess thereof and shall be made by the Borrower Term Loan Lenders ratably according to their respective Term Loan Commitments. The Term Loan Commitments are not revolving commitments, and otherwise in accordance with Section 2.02, ROC shall not have the right to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed 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 paid or prepaid may not agreed that ROC shall be reborrowedthe only Borrower for purposes of this Section 2.01(b). (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally In connection with the First Amendment and not jointly agrees, on the terms and conditions hereinafter set forthforth herein and therein, the 2016 Incremental Term Loan Lenders made 2016 Incremental Term Loan Advances to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date ROC in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an aggregate principal amount equal to such Lender’s 5-Year Tranche Commitment immediately prior THREE HUNDRED MILLION DOLLARS ($300,000,000) on April 28, 2016. The 2016 Incremental Term Loan Advances are not revolving commitments, and ROC shall not have the right to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally repay and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed reborrow under this Section 2.01(c) ). It is understood and paid or prepaid may not agreed that ROC shall be reborrowedthe only Borrower for purposes of this Section 2.01(c).

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche The Revolving Credit Advances. Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make advances (each a 364-"Revolving Credit Advance") to each Borrower from time to time on any Business Day Tranche Advance denominated in Dollars to during the Borrower on period from the Closing Effective Date until the Termination Date in an amount requested for each such Revolving Credit Advance (determined in the case of any Revolving Credit Advance denominated in a Primary Currency by reference to the Borrower and otherwise Equivalent thereof in accordance with Section 2.02, US Dollars on such Business Day) not to exceed an amount equal such Lender's Unused Revolving Credit Commitment at such time; provided, however, that, after giving effect to such Lender’s 364-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 Tranche Commitment immediately prior to plus (y) the making aggregate Available Amount of all Letters of Credit outstanding on such 364-Business Day Tranche Advanceshall not exceed the Revolving Credit Facility on such Business Day. Each Lender’s 364-Day Tranche Commitment Revolving Credit Borrowing shall terminate upon be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or the making 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 repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the 364-Day Tranche Advances same 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 Foreign Loan Amount on such date shall not exceed $100,000,000. Any "Revolving Credit Advances" outstanding on the Closing DateEffective Date under the Existing Credit Agreement shall be Revolving Credit Advances for all purposes hereunder and under the other Loan Documents. 364-Day Tranche Advances borrowed Within the limits of each Lender's Commitment, the Borrowers may borrow under this Section 2.01(a) 2.01, prepay pursuant to Section 2.11 and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed reborrow under this Section 2.01(b) and paid or prepaid may not be reborrowed2.01. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. On the Second Amendment Effective Date, in accordance with and upon the terms and conditions set forth in this Agreement, (ai) If the Commitment under the Existing Revolving Facility (the “Existing Commitments”) of each Existing Bank that does not agree to extend the maturity of its Existing Commitment shall continue hereunder but shall be referred to as a Pre-Closing Funding Election has been madeTranche A Commitment, (ii) the Existing Commitment of each 364-Day Existing Bank that agrees to extend the maturity of its Existing Commitment shall continue hereunder and be reclassified as a Tranche Lender A-1 Commitment and (iii) the commitments of each Bank party hereto that is not an Existing Bank prior to the Second Amendment Effective Date (each, an “Additional Bank”) shall constitute Tranche A-1 Commitments;(b) Each Tranche A Bank, severally and not jointly agreesfor itself alone, on the terms and conditions hereinafter set forth, hereby agrees to advance same day funds denominated in Dollars make Tranche A Advances to the Administrative Agent Borrower from time to time, on any Business Day during the Pre-Closing Funding Date Tranche A Availability Period, in an aggregate amount requested by the Borrower and otherwise in accordance with Section 2.02, outstanding not to exceed at any time such Bank’s Tranche A Commitment. Each Borrowing of Tranche A Advances shall be in an aggregate amount equal to such Lender’s 364-Day of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Tranche Commitment immediately prior to A Advances of the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche Advance denominated in Dollars same Type made to the Borrower on the Closing Date in an amount requested same day by the Tranche A Banks ratably according to their respective Tranche A Commitments and in the case of Tranche A Advances that are Eurodollar Rate Advances, having the same Interest Period. Within the limits of each Bank’s Tranche A Commitment, the Borrower and otherwise in accordance with may borrow, prepay pursuant to Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a2.06(b) and paid or prepaid may not be reborrowedreborrow. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.

The Advances. (a) If a Pre-Closing Funding Election has been made, each 364-Day Tranche Each Revolving Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 364-Day Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 364-Day Tranche Advance denominated Revolving Credit Advances in Dollars to any Borrower from time to time on any Business Day during the Borrower on period from the Closing Date until the Maturity Date 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 exceed at any time the aggregate amount of the Revolving Commitments of the Revolving Lenders. Each Revolving Credit Borrowing shall be in an aggregate amount requested of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Borrower and otherwise in accordance with Section 2.02, not Revolving Lenders ratably according to exceed an amount equal to such Lender’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advancetheir respective Revolving Commitments. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed 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 paid or prepaid may not be reborrowedreborrow under this Section 2.01(a). (b) If a Pre-Closing Funding Election has been madeIn connection with the Original Rayonier Credit Agreement, each 3-Year Tranche 2015 Rayonier Term Loan Lender severally and not jointly agreesmade, on the terms and conditions hereinafter set forthforth therein, 2015 Rayonier Term Loan Advances to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date ROC in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an aggregate principal amount equal to such Lender’s 3-Year Tranche Commitment immediately prior 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 ROC shall be the making only Borrower for purposes of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally this Section 2.01(b). (c) In connection with the Original Rayonier First Amendment and not jointly agrees, on the terms and conditions hereinafter set forthforth in the Original Rayonier Credit Agreement and therein, the 2016 Rayonier Incremental Term Loan Lenders made 2016 Rayonier Incremental Term Loan Advances to make a 3-Year Tranche Advance denominated ROC in Dollars an aggregate principal amount equal to the Borrower 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 Closing Date in an amount requested by is TWO HUNDRED MILLION DOLLARS ($200,000,000). The 2016 Rayonier Incremental Term Loan Advances are not revolving commitments, and ROC shall not have the Borrower right to repay and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed reborrow under this Section 2.01(b) 2.01(c). It is understood and paid or prepaid may not agreed that ROC shall be reborrowedthe only Borrower for purposes of this Section 2.01(c). (cd) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally In connection with the Original Rayonier Fourth Amendment and not jointly agrees, on the terms and conditions hereinafter set forthforth in the Original Rayonier Credit Agreement and therein, the 2021 Rayonier Incremental Term Loan Lenders made 2021 Rayonier Incremental Term Loan Advances to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date RLP in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an aggregate principal amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making TWO HUNDRED MILLION DOLLARS ($200,000,000) on January 4, 2022. The outstanding principal amount of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on 2021 Rayonier Incremental Term Loan Advances as of the Closing Date in an amount requested by 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 Borrower right to repay and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed reborrow under this Section 2.01(c) 2.01(d). It is understood and paid or prepaid may not agreed that RLP shall be reborrowedthe only Borrower for purposes of this Section 2.01(d).

The Advances. (a) If On the Second Amendment Effective Date, in accordance with and upon the terms and conditions set forth in this Agreement, (i) the Commitment under the Existing Revolving Facility (the “Existing Commitments”) of each Existing Bank that does not agree to extend the maturity of its Existing Commitment shall continue hereunder but shall be referred to as a Pre-Closing Funding Election has been madeTranche A Commitment, (ii) the Existing Commitment of each 364-Day Existing Bank that agrees to extend the maturity of its Existing Commitment shall continue hereunder and be reclassified as a Tranche Lender A-1 Commitment and (iii) the commitments of each Bank party hereto that is not an Existing Bank prior to the Second Amendment Effective Date (each, an “Additional Bank”) shall constitute Tranche A-1 Commitments; (b) Each Tranche A Bank, severally and not jointly agreesfor itself alone, on the terms and conditions hereinafter set forth, hereby agrees to advance same day funds denominated in Dollars make Tranche A Advances to the Administrative Agent Borrower from time to time, on any Business Day prior to the Pre-Closing Funding Date Termination Dateduring the Tranche A Availability Period, in an aggregate amount requested by the Borrower and otherwise in accordance with Section 2.02, outstanding not to exceed at any time such Bank’s Tranche A Commitment. Each Borrowing of Tranche A Advances shall be in an aggregate amount equal to such Lender’s 364-Day of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Tranche Commitment immediately prior A Advances of the same Type made to the making Borrower on the same day by the Tranche A Banks ratably according to their respective Tranche A Commitments and in the case of such advanceTranche A Advances that are Eurodollar Rate Advances, having the same Interest Period. If a Pre-Closing Funding Election has not been madeWithin the limits of each Bank’s Tranche A Commitment, each 364-Day the Borrower may borrow, prepay pursuant to Section 2.06(b) and reborrow. (c) Each Tranche Lender A-1 Bank, severally and not jointly agreesfor itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make a 364-Day Tranche Advance denominated in Dollars A-1 Advances to the Borrower from time to time, on any Business Day during the Closing Date Tranche A-1 Availability Period, in an aggregate amount requested by the Borrower and otherwise in accordance with Section 2.02, outstanding not to exceed an amount equal to at any time such LenderBank’s 364-Day Tranche Commitment immediately prior to the making of such 364-Day Tranche Advance. Each Lender’s 364-Day Tranche Commitment shall terminate upon the making of the 364-Day Tranche Advances on the Closing Date. 364-Day Tranche Advances borrowed under this Section 2.01(a) and paid or prepaid may not be reborrowed. (b) If a Pre-Closing Funding Election has been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 3-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 3-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Each Lender’s 3-Year Tranche Commitment shall terminate upon the making of the 3-Year Tranche Advances on the Closing Date. 3-Year Tranche Advances borrowed under this Section 2.01(b) and paid or prepaid may not be reborrowed. (c) If a Pre-Closing Funding Election has been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to advance same day funds denominated in Dollars to the Administrative Agent on the Pre-Closing Funding Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such advance. If a Pre-Closing Funding Election has not been made, each 5-Year Tranche Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make a 5-Year Tranche Advance denominated in Dollars to the Borrower on the Closing Date in an amount requested by the Borrower and otherwise in accordance with Section 2.02, not to exceed an amount equal to such Lender’s 5-Year Tranche Commitment immediately prior to the making of such 5-Year Tranche Advance. Each Lender’s 5-Year Tranche Commitment shall terminate upon the making of the 5-Year Tranche Advances on the Closing Date. 5-Year Tranche Advances borrowed under this Section 2.01(c) and paid or prepaid may not be reborrowed.A-1