Common use of Amounts and Terms of the Advances Clause in Contracts

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until the Termination Date in an aggregate outstanding amount not to exceed at any time such Lender's Available Commitment, provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender's Commitment and as hereinabove and hereinafter provided, the Borrower may request Extensions of Credit hereunder, and repay or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION Section 2.01. The A Advances. (a) . Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the each Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate amount outstanding amount not to exceed at any time such LenderBank's Available CommitmentCommitment to such Borrower, provided that the aggregate amount of the Commitments of the Lenders shall Banks to any Borrower shall, except for purposes of Section 2.03(a), be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding to such Borrower and such deemed use of the aggregate amount of the such Commitments shall be applied to the Lenders Banks ratably according to their respective Percentages Commitments to such Borrower (such deemed use of the aggregate amount of the Commitments of any Borrower being a "B Reduction"), and provided further that the aggregate amount of all A Advances to all Borrowers by any Bank shall not exceed at any time outstanding such Bank's Commitment to TWC (determined after giving effect to such Bank's ratable share of all B Reductions). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, and shall consist of A Advances of the same Type made to the same Borrower on the same day by the Lenders Banks ratably according to their respective PercentagesCommitments. Within the limits of each LenderBank's Commitment and as hereinabove and hereinafter providedto a Borrower, the such Borrower may request Extensions of Credit hereunderborrow, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Each A Borrowing consisting of Eurodollar Rate Advances shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each A Borrowing consisting of Base Rate Advances shall be in an aggregate amount not less than $500,000 or an integral multiple of $500,000 in excess thereof. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Revolving Credit Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Revolving Credit Advances to the any Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in an aggregate outstanding amount for all Borrowers not to exceed at any time outstanding (a) the amount set forth opposite such Lender's Available name on the signature pages hereof or (b) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement or has increased its Commitment pursuant to Section 2.05(c), or if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(d), in each case as such amount may be reduced pursuant to Section 2.05(a) or (b) (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Competitive Bid Reduction"). Each A Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) 5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by any Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by such Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date and by the same Borrower as such Revolving Credit Borrowing) and shall consist of A Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the any Borrower may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Revolving A Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until Effective Date to and including the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available Commitmentname on Schedule III hereto, or, if such Lender has entered into any Assignment and Acceptance or Commitment Increase Agreement or a New Lender Agreement, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender's "COMMITMENT"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the such Commitments shall be applied to all the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B ReductionREDUCTION"). Each A Borrowing consisting of Revolving A Advances shall be in an aggregate amount not less than of $10,000,000 (in the case of an A Borrowing comprised of Base Rate Advances and $25,000,000 in the case of an A Borrowing comprised of Eurodollar Rate Advances, or, if lower, the amount of the Available Commitments) or in either case an integral multiple of $1,000,000 in excess thereof (or, in the case of an A Borrowing of Base Rate Advances, the aggregate unused Commitments, if less) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereundermake more than one Borrowing on any Business Day and may borrow, and repay or prepay Advances pursuant to Section 2.11 2.10, and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01(a). (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Revolving Credit Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Revolving Credit Advances to the any Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in an aggregate outstanding amount (based in respect of any Revolving Credit Advances to be denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) not to exceed at any time outstanding such Lender's Available Commitment, ; provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount Dollar Amount of the B Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Competitive Bid Reduction"). Each A Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof (or the Equivalent thereof in any Committed Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) and shall consist of A Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower Borrowers may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Revolving Credit Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding such Lender's Available Commitment, Commitment provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Competitive Bid Reduction"). Each A Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) 5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of A Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on . Upon the terms and subject to the conditions hereinafter set forthforth in this Agreement, each Lender agrees severally, but not jointly, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof or, if applicable, the signature pages of any relevant amendment hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent, as such amount may be reduced pursuant to Section 2.11 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used and reduced from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use and reduction of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use and reduction of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than Twenty Million Dollars ($10,000,000 (or, if lower, the amount of the Available Commitments20,000,000) or and an integral multiple of One Million Dollars ($1,000,000 1,000,000) if in excess thereof and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.06(a) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances.. Table of Contents (a) Each Lender severally agrees, on and subject to the terms and conditions hereinafter set forth, to make A Advances advances to the Borrower (each, an “Advance”) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date in an aggregate outstanding amount up to but not to exceed exceeding at any one time outstanding the amount set forth under the heading “Commitment” opposite such Lender's Available Commitment’s name on Schedule I or, provided that if such Lender has entered into an Assignment and Acceptance, set forth for such Lender in the aggregate Register, as such amount of the Commitments of the Lenders shall may be deemed used from time reduced pursuant to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Section 2.04 (such deemed use of the aggregate amount of the Commitments being a "B Reduction"Lender’s “Commitment”) and, as to all Lenders, up to but not exceeding at any one time outstanding $125,000,000. (b) Each Borrowing and each Conversion or Continuation thereof (i) shall (except as otherwise provided in Sections 2.08(f) and (g). Each A Borrowing shall ) be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) 5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) shall consist of A Advances of the same Type made (and, if such Advances are Eurodollar Rate Advances, having the same Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their respective Percentages. Commitments. (c) Within the limits of each Lender's Commitment and as hereinabove and hereinafter provided’s Commitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on . Upon the terms and subject to the conditions hereinafter set forthforth in this Agreement, each Lender agrees severally, but not jointly, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof or, if applicable, the signature pages of any relevant amendment hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent, as such amount may be reduced or increased pursuant to Sections 2.11 or 2.12, respectively (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used and reduced from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use and reduction of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use and reduction of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than Ten Million Dollars ($10,000,000 (or, if lower, the amount of the Available Commitments10,000,000) or and an integral multiple of One Million Dollars ($1,000,000 1,000,000) if in excess thereof and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.06(a) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make A Advances in Dollars to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolving Credit Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth below such LenderBank's Available name on the signature pages hereof, as such amount may be reduced pursuant to Section 2.04, increased pursuant to Section 3.07 or increased or decreased in connection with any assignment pursuant to Section 9.08 (such Bank's "Commitment, provided that the "). (b) The aggregate amount of the Commitments of the Lenders Banks shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders Banks ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). . (c) Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day to the Borrower by the Lenders Banks ratably according to their respective Percentages. Commitments, and shall be in an aggregate amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Within the limits of each LenderBank's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderborrow, and repay or prepay Advances Convert pursuant to Section 2.11 2.02(g), repay pursuant to Section 2.05 or prepay pursuant to Section 2.09, and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(e), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) 20,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the difference between the aggregate amount of a proposed B Borrowing requested by the Borrower and the aggregate amount of B Advances offered to be made by the Lenders and accepted by the Borrower in respect of such B Borrowing, if such B Borrowing is made on the same date as such A Borrowing) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time the amount set forth opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment, "); provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof (or, with respect to an A Borrowing comprised of Alternate Base Rate Advances, such lesser amount as shall equal the then unborrowed amount of the aggregate Commitments), and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The THE A Advances. (a) ADVANCES. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding (a) the amount set forth opposite such Lender's Available Commitmentname on the signature pages hereof or (b) if such Lender has had its Commitment reduced pursuant to Section 2.05(b) or has entered into any Assignment and Acceptance, provided the amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), in each case as such amount may be reduced pursuant to Section 2.05 (such Lender's "COMMITMENT"); PROVIDED, that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B ReductionREDUCTION"). Each A Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and thereof, or the aggregate amount of the unused portion of the Lenders' Commitments; PROVIDED, HOWEVER, that any A Borrowing in an aggregate amount less than $10,000,000 shall consist solely of Base Rate Advances. In addition, each A Borrowing shall consist of A Advances of the same Type and having the same Interest Period made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register, as such amount may be reduced pursuant to Section 2.05(a) (such Credit Agreement Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be deemed applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). . (b) Each A Borrowing (i) shall (except as otherwise provided in Sections 2.09(f) and (g)) be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and (ii) shall consist of A Advances of the same Type made (and, if such Advances are Eurodollar Rate Advances, having the same Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.012.1. The (a Revolving A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until Effective Date to and including the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lendxx'x xame on the signature pages hereof under the caption "COMMITMENTS", or, if such Lender has entered into any Assignment and Acceptance or Commitment Increase Agreement or a New Lender Agreement, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender's Available Commitment"COMMITMENT"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the such Commitments shall be applied to all the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B ReductionREDUCTION"). Each A Borrowing consisting of Revolving A Advances shall be in an aggregate amount not less than of $10,000,000 (in the case of an A Borrowing comprised of Base Rate Advances and $25,000,000 in the case of an A Borrowing comprised of Eurodollar Rate Advances, or, if lower, the amount of the Available Commitments) or in either case an integral multiple of $1,000,000 in excess thereof (or, in the case of an A Borrowing of Base Rate Advances, the aggregate unused Commitments, if less) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereundermake more than one Borrowing on any Business Day and may borrow, and repay or prepay Advances pursuant to Section 2.11 2.10, and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01(a). (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Revolving Credit Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Revolving Credit Advances to the Borrower in Dollars or, if each Lender agrees, in its sole discretion to make Gold Advances, in Gold, at the option of the Borrower, from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in an aggregate outstanding amount Aggregate Original Amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(g), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Competitive Bid Reduction"). Each A Revolving Credit Borrowing shall be in an aggregate amount not less than Aggregate Original Amount of $10,000,000 (5,000,000 or, if lowerin the case of a Dollar Borrowing, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by the Borrower in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Credit Borrowing) and shall consist of A Revolving Credit 27 24 Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize reborrow under this Section 2.01; provided, however, that no Revolving Credit Advances shall be made hereunder if after giving effect thereto the resulting increase in Aggregate Current Amount of all Advances outstanding (including Competitive Bid Advances) would exceed the Available Commitments for further Extensions aggregate amount of Credit in accordance with the terms hereof. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances.. -------------- (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register, as such amount may be reduced pursuant to Section 2.05(a) (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of ---------- -------- the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be deemed applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). ----------- Credit Agreement ---------------- (b) Each A Borrowing (i) shall (except as otherwise provided in Sections 2.09(f) and (g)) be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and (ii) shall consist of A Advances of the same Type made (and, if such Advances are Eurodollar Rate Advances, having the same Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The Committed Revolving Facility (A Advances). (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Commitment Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register, as such amount may be reduced or increased pursuant to this Agreement (such Lender's "Commitment, "); provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the Credit Agreement aggregate amount of the B Advances then outstanding outstanding, and such deemed use of the aggregate amount of the Commitments shall be deemed applied to the Commitments of the respective Lenders ratably according to their respective Percentages the Commitments (such deemed use of the aggregate amount of the Commitments being herein called a "B Reduction"). . (b) Each A Borrowing (i) shall (except as otherwise provided herein) be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and (ii) shall consist of A Advances of the same Type made (and, if such Advances are Eurodollar Rate Advances, having the same Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Committed Rate Advances. (a) Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make A Committed Rate Advances to the Borrower from time to time on any Business Day during the period from the Closing Date until the Revolver Termination Date Date, in an aggregate outstanding amount for each such Advance not to exceed at any time such LenderBank's Available Commitment, provided that the aggregate amount Unused Commitment on such Business Day less such Bank's Commitment Percentage on such Business Day of the Commitments sum of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Swing Line Advances then outstanding and the then existing Letter of Credit Liability; provided, however, that such deemed use Bank shall not be obligated to make such Committed Rate Advance if, after giving effect to such Committed Rate Advance and the other Committed Rate Advances to be made by the other Banks as part of the same Borrowing, the then outstanding aggregate principal amount of all Committed Rate Advances and Swing Line Advances plus the then existing Letter of Credit Liability shall exceed the aggregate Commitments of the Banks less the then outstanding aggregate principal amount of all Competitive Bid Advances; provided further that, for the purposes of this Section 2.01(a), such Bank's Unused Commitment shall be applied deemed to be reduced on such Business Day by an amount equal to the Lenders ratably according to their respective Percentages product of (such deemed use of i) the aggregate then outstanding principal amount of all Competitive Bid Advances and (ii) such Bank's Commitment Percentage (the Commitments being a "B Competitive Bid Reduction"). Each A Committed Rate Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) 3,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, and shall consist of A Advances of the same Type made on the same day by the Lenders Banks ratably according to their respective PercentagesCommitments. Within the limits of each LenderBank's Unused Commitment and (as hereinabove and hereinafter provided, the Borrower may request Extensions of Credit hereunder, and repay or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.deemed

Amounts and Terms of the Advances. SECTION 2.01. The Committed Revolving Facility (A Advances). (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Commitment Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register, as such amount may be reduced or increased pursuant to this Agreement (such Lender's "Commitment, "); provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding outstanding, and such deemed use of the aggregate amount of the Commitments shall be deemed applied to the Commitments of the respective Lenders ratably according to their respective Percentages the Commitments (such deemed use of the aggregate amount of the Commitments being herein called a "B Reduction"). . (b) Each A Borrowing (i) shall (except as otherwise provided herein) be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and (ii) shall consist of A Advances of the same Type made (and, if such Advances are Eurodollar Rate Advances, having the same Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (ai) Each Lender severally agrees, and not jointly, on the terms and conditions hereinafter set forth, to make A Advances to requested by the Borrower hereunder from time to time in Dollars, Euro, Sterling, Canadian Dollars or Yen or any other Eligible Currency that becomes an Agreed Currency pursuant to clause (y) of the definition of "Agreed Currencies" on any Business Day during the period from the Closing Effective Date until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding such Lender's Available CommitmentCommitment minus such Lender's Pro Rata Share of the Total Outstandings, provided provided, that the aggregate amount of Advances in Canadian Dollars shall not exceed the Commitments Dollar Equivalent of the Lenders shall be deemed used from time to time to the extent of $250,000,000 and the aggregate amount of Advances in Yen shall not exceed the B Dollar Equivalent of $250,000,000. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall (i) not on any Credit Extension Date, on the last day of an Interest Period for any outstanding Borrowing nor before and after giving effect to any proposed Advances then outstanding and such deemed use exceed the Aggregate Commitment or (ii) not on the last Business Day of any week exceed 103% of the aggregate amount Aggregate Commitment. (c) Each Advance (other than an Advance to reimburse the Issuing Bank or the Administrative Agent for a Letter of the Commitments shall be applied to the Lenders ratably according to their respective Percentages (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing Credit Loan) shall be in integral amounts of 1,000,000 with a minimum amount of $5,000,000 (or the Dollar Equivalent if denominated in an aggregate amount not less than $10,000,000 (or, if lowerAlternate Currency). Within the limits of each Lender's Commitment, the amount Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.10(b) and reborrow under this Section 2.01. The Advances made pursuant to this Section 2.01 shall be, at the option of the Available Commitments) Borrower selected in accordance with Section 2.05 either Base Rate Advances in Dollars or an integral multiple Eurocurrency Rate Advances in any Agreed Currency. On the Termination Date, the Borrower shall repay in full the outstanding principal balance of $1,000,000 in excess thereof and the Advances. Each Advance under this Section 2.01 shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender's Commitment and as hereinabove and hereinafter provided, the Borrower may request Extensions of Credit hereunder, and repay or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolving Credit Termination Date in an aggregate outstanding amount (determined in Dollars) not to exceed at any time outstanding the Dollar amount set forth below such LenderBank's Available name on the signature pages hereof in respect of the Revolving Credit Facility, as such amount may be reduced pursuant to Section 2.04, increased pursuant to Section 4.06 or increased or decreased in connection with any assignment pursuant to Section 10.08 (such Bank's "Commitment, provided that the "). (b) The aggregate amount of the Commitments of the Lenders Banks shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders Banks ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). . (c) Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day to the Borrower by the Lenders Banks ratably according to their respective Percentages. Commitments, and shall be in an aggregate amount: (i) in the case of an A Borrowing comprised of A Advances denominated in Dollars, not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (ii) in the case of an A Borrowing comprised of Eurocurrency Advances denominated in any Alternative Currency, not less than an amount approximately equal to $10,000,000 (at applicable exchange rates) or an integral multiple approximately equal to $1,000,000 (at applicable exchange rates) in excess thereof in each case such amount (or integral multiple) to be advised to the Borrower by the Euro-Agent on the basis of then prevailing market conditions and conventions. (d) Within the limits of each LenderBank's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderborrow, and repay or prepay Advances Convert pursuant to Section 2.11 2.02(g), repay pursuant to Section 2.05 or prepay pursuant to Section 2.09, and utilize reborrow under this Section 2.01. For purposes of this Section 2.01 and all other provisions of this Article II, the resulting increase equivalent in Dollars of any Alternative Currency or the Available Commitments for further Extensions equivalent in any Alternative Currency of Credit Dollars or of any other Alternative Currency shall be determined in accordance with the terms hereofSection 2.11. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on Loan Subject to the terms and conditions hereinafter of this Agreement, and in reliance upon the representations and warranties set forthforth herein, each Lender severally, but not jointly, agrees to make A Advances fund to the Borrower from an amount equal to its ratable portion of the Loan in accordance with its respective Commitment on the Closing Date as a single Advance denominated in U.S. Dollars; provided, however, that a portion of the Loan in the amount of $90,000,000 (the “Delayed Draw Tranche”) may be advanced to the Borrower pursuant to one or more Advances of either (x) $25,000,000 or an integral multiple of $100,000 in excess thereof or (y) if the undrawn amount of the Delayed Draw Tranche is at such time to time on any Business Day less than $25,000,000, the remaining undrawn amount of the Delayed Draw Tranche, which Delayed Draw Tranche shall be available during the period from the Closing until Date through August 4, 2016 (the Termination Date “Delayed Draw Period”); provided further that (A) the conditions in an aggregate outstanding amount not to exceed at any time such Lender's Available Commitment, provided that Section 3.02 shall have been satisfied and (B) the aggregate amount of amounts advanced to the Borrower pursuant to the Delayed Draw Tranche shall not exceed the Commitments of the Lenders shall be deemed used from time to time therefor, if any, set forth in Schedule I. Each Borrowing with respect to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and Delayed Draw Tranche shall consist of A Advances of the same Type made on the same day simultaneously by the Lenders ratably according to their respective PercentagesCommitments. Within The Borrower shall not have the limits right to reborrow any portion of each Lender's Commitment and as hereinabove and hereinafter provided, the Borrower may request Extensions of Credit hereunder, and repay Loan that is repaid or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofprepaid. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION Section 2.01. The A Advances. (a) . Each Lender Bank, severally agreesand for itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until prior to the Termination Date in an aggregate amount outstanding amount not to exceed at any time such LenderBank's Available Commitment, provided that provided, that, the aggregate amount of the Commitments of the Lenders Banks shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders Banks ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"), subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all A Advances made by all Banks plus (B) the outstanding aggregate principal amount of all B Advances made by all Banks exceed (ii) the Total Commitment, and (b) at all times the outstanding aggregate principal amount of all A Advances made by a Bank shall equal the product of (i) the percentage which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all A Advances made by all Banks. Each A Borrowing shall be in an aggregate amount of not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof thereof, and shall consist of A Advances of the same Type made to the Borrower on the same day by the Lenders Banks ratably according to their respective PercentagesCommitments and having the same Interest Period. Within the limits of each LenderBank's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderborrow, and repay or prepay Advances pursuant to Section 2.11 2.08(b) and utilize the resulting increase in the Available Commitments for further Extensions reborrow. The indebtedness of Credit in accordance with the terms hereof. (b) In no event shall the Borrower resulting from the A Advances made from time to time by each Bank shall be entitled evidenced by an A Note of the Borrower payable to request or receive any Extensions the order of Credit that would cause the principal amount outstanding hereunder to exceed the Commitmentssuch Bank.

Amounts and Terms of the Advances. SECTION Section 2.01. The A Revolving Credit Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Revolving Credit Advances to the any Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Revolver Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance or an Assumption Agreement, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Competitive Bid Reduction"). Each A Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) 25,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of A Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Notwithstanding any other provision of this Agreement, more than one Revolving Credit Borrowing may be made on the same day by either or both Borrowers. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower Borrowers may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Commitment Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on Schedule I hereto or, if such Lender has entered into an Assignment and Acceptance, set forth for such Lender in the Register, as such amount may be reduced pursuant to Section 2.05(a) or increased pursuant to Section 2.05(c) (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the respective Commitments of the Lenders ratably according to their respective Percentages such Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). . (b) Each A Borrowing and each Conversion or Continuation thereof (i) shall (except as otherwise provided in Sections 2.09(f) and (g)) be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and (ii) shall consist of A Advances of the same Type made (and, if such Advances are Eurodollar Rate Advances, having the same Interest Period) made, Continued or Converted on the same day by the Lenders ratably 364-Day Credit Agreement according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. 2.01 The A Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forthforth herein, to make A Advances loans in Dollars to the Borrower (each such loan, an “Advance”), from time to time time, on any Business Day during the period from the Closing Effective Date until the Termination Date Maturity Date, in an aggregate outstanding principal amount not to exceed exceed, at any time outstanding, the Facility Limit; provided, however, that Lender shall not be obligated to make an Advance (i) following the occurrence of a Default or an Event of Default, (ii) if a Margin Deficiency exists or would result therefrom, (iii) if an Excess Amount exists or would result therefrom, or (iv) if such Lender's Available Commitment, provided that Advance would result in the aggregate amount of the Commitments of Advances exceeding the Lenders shall amount permitted to be deemed used from time to time borrowed under applicable Law, including Regulation U or X. Subject to the extent of the aggregate amount of the B Advances then outstanding other terms and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (orconditions hereof, if lowerBorrower may borrow Advances, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of prepay the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender's Commitment and as hereinabove and hereinafter provided, the Borrower may request Extensions of Credit hereunder, and repay or prepay Advances reborrow pursuant to this Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof2.01. (b) In Each Advance shall be made on written notice (a “Notice of Borrowing”) from Borrower to Lender, given no event later than 2:00 p.m. on the Business Day prior to the requested date for such Advance; provided, that, Lender shall use commercially reasonable efforts to fund the requested Advance on the same Business Day to the extent the applicable Notice of Borrowing is received by Lender by 12:00pm on such Business Day. Each Notice of Borrowing shall be in substantially the form of Exhibit A hereto, specifying therein (i) the requested date of such Advance, which must be a Business Day, (ii) the amount of such Advance, and (iii) the account to which such Advance shall be made. Borrower shall provide Lender with all information required in a Notice of Borrowing, including schedules thereto. Subject to the proviso in the first sentence of this clause (b), if a Notice of Borrowing is not delivered by the time referred to above then, it shall be entitled deemed to request have been given on the next Business Day. (c) Each Notice of Borrowing shall be irrevocable and binding on Borrower. Borrower shall indemnify Lender against any reasonable and documented loss, cost or receive expense reasonably incurred by Lender or any Extensions of Credit that would cause its Affiliates as a result of any failure by Borrower to borrow such Advance (including as a result of Borrower’s failure to fulfill, on or before the principal date of an Advance, the applicable conditions set forth in Article III) and the liquidation or re-employment of deposits or other funds acquired by Lender (or any such Affiliate) to fund any Advance to be made by Lender as part of such borrowing. A certificate of Lender as to the amount outstanding hereunder of such losses, costs and expenses, submitted to exceed Borrower by Lxxxxx and showing in reasonable detail the Commitmentsbasis for the calculation thereof, shall be conclusive as to the amount of such losses, costs and expenses, absent manifest error, bad faith or fraud. The obligation of Borrower in this subsection (c) shall survive the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.

Amounts and Terms of the Advances. SECTION 2.01. Section 2.01 The A Advances. (a) . Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the each Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate amount outstanding amount not to exceed at any time such LenderBank's Available CommitmentCommitment to such Borrower, provided that the aggregate amount of the Commitments of the Lenders shall Banks to any Borrower shall, except for purposes of Section 2.03(a), be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding to such Borrower and such deemed use of the aggregate amount of the such Commitments shall be applied to the Lenders Banks ratably according to their respective Percentages Commitments to such Borrower (such deemed use of the aggregate amount of the Commitments of any Borrower being a "B Reduction"), and provided further that the aggregate amount of all A Advances to all Borrowers by any Bank shall not exceed at any time outstanding such Bank's Commitment to TWC (determined after giving effect to such Bank's ratable share of all B Reductions). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, and shall consist of A Advances of the same Type made to the same Borrower on the same day by the Lenders Banks ratably according to their respective PercentagesCommitments. Within the limits of each LenderBank's Commitment and as hereinabove and hereinafter providedto a Borrower, the such Borrower may request Extensions of Credit hereunderborrow, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION Section 2.01. The A Advances. (a) . Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the each Borrower from time to time on any Business Day during the period from the Closing July 31, 2002 until the Termination Date in an aggregate amount outstanding amount not to exceed at any time such LenderBank's Available CommitmentCommitment to such Borrower, provided that the aggregate amount of the Commitments of the Lenders shall Banks to any Borrower shall, except for purposes of Section 2.03(a), be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding to such Borrower and such deemed use of the aggregate amount of the such Commitments shall be applied to the Lenders Banks ratably according to their respective Percentages Commitments to such Borrower (such deemed use of the aggregate amount of the Commitments of any Borrower being a "B Reduction"), and provided further that the aggregate amount of all A Advances to all Borrowers by any Bank shall not exceed at any time outstanding such Bank's Commitment to TWC (determined after giving effect to such Bank's ratable share of all B Reductions). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, and shall consist of A Advances of the same Type made to the same Borrower on the same day by the Lenders Banks ratably according to their respective PercentagesCommitments. Within the limits of each LenderBank's Commitment and as hereinabove and hereinafter providedto a Borrower, the such Borrower may request Extensions of Credit hereunderborrow, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally -------------- agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Company and any Designated Borrower (in Dollars or in Euros, at the election of the Company on its own behalf or on behalf of the applicable Borrower) from time to time on any Business Day during the period from the Closing until Date to and including the Commitment Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount of such Lender's Available Commitment, ; provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the Dollar Equivalent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than of ----------- $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and thereof, or the aggregate amount of the unused portion of the Lenders' Commitments; provided that any A Borrowing in an aggregate amount less than $10,000,000 shall consist solely of Base Rate Advances. In addition, each A Borrowing shall consist of A Advances of the same Type and Currency and having the same Interest Period made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower Borrowers may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 and utilize 2.10 and, on or prior to the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofCommitment Termination Date, reborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until the Termination Date in an aggregate outstanding amount not to exceed at any time such Lender's Available Commitment, provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 5,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender's Commitment and as hereinabove and hereinafter provided, the Borrower may request Extensions of Credit hereunder, and repay or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The THE A AdvancesADVANCES. (a) Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower Borrowers from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount (determined in Dollars) not to exceed at any time outstanding the Dollar amount set opposite such LenderBank's Available Commitmentname on the signature pages hereof (or of any Assignment and Acceptance or Assumption and Acceptance to which such Bank is a party), provided as such amount may be reduced or increased pursuant to SECTION 2.05 (such Bank's "COMMITMENT"), PROVIDED that the aggregate amount of the Commitments of the Lenders Banks shall be deemed used from time to time to the extent of the aggregate principal amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders Banks ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B ReductionREDUCTION"). . (b) Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day to the same Borrower by the Lenders Banks ratably according to their respective Percentages. Commitments, and shall be in an aggregate amount: (i) in the case of an A Borrowing comprised of Base Rate Advances, not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof; (ii) in the case of an A Borrowing comprised of Eurocurrency Advances denominated in Dollars or Adjusted CD Rate Advances, not less than $9,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) in the case of an A Borrowing comprised of Eurocurrency Advances denominated in a Primary Currency, not less than the equivalent in such Primary Currency of $9,000,000 or an integral multiple of the equivalent in such Primary Currency of $1,000,000; and (iv) in the case of an A Borrowing comprised of Eurocurrency Advances denominated in any Alternative Currency other than a Primary Currency, not less than any amount (and an integral multiple in excess thereof) advised to the Company by the Euro-Agent on the basis of then prevailing market conditions and conventions; PROVIDED, that in the case of any such A Borrowing comprised of Eurocurrency Advances denominated in an Alternative Currency, the proceeds of which shall be used to repay a then maturing A Borrowing comprised of Eurocurrency Advances denominated in such Alternative Currency, such new A Borrowing may, subject to the terms and conditions otherwise set forth herein, be in an aggregate principal amount equal to the aggregate principal amount of such maturing A Borrowing. (c) Within the limits of each LenderBank's Commitment Commitment, a Borrower may borrow, repay pursuant to SECTION 2.06 or prepay pursuant to SECTION 2.11, and as hereinabove reborrow under this SECTION 2.01. For purposes of this SECTION 2.01 and hereinafter providedall other provisions of this ARTICLE II, the Borrower may request Extensions equivalent in Dollars of Credit hereunder, and repay any Alternative Currency or prepay Advances pursuant to Section 2.11 and utilize the resulting increase equivalent in the Available Commitments for further Extensions any Alternative Currency of Credit Dollars or of any other Alternative Currency shall be determined in accordance with the terms hereofSECTION 2.16. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, agrees on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in an amounts such that the sum of (x) the aggregate outstanding principal amount not to exceed at any time of A Advances by such Lender plus (y) such Lender's Available Swingline Exposure plus (z) such Lender's LC Exposure at any one time outstanding shall not exceed such Lender's Commitment, provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"), and provided further that in no event shall the Swingline Lender be obligated to make any loan hereunder if, after making such loan and giving effect to the application of any funds made available at such time to prepay or repay any outstanding Swingline Loan, the sum of the aggregate principal amount of A Advances, Swingline Loans and LC Exposure at such time outstanding exceeds an amount equal to (i) the aggregate Commitment less (ii) the aggregate B Reduction. Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) 20,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the difference between the aggregate amount of a proposed B Borrowing requested by the Borrower and the aggregate amount of B Advances offered to be made by the Lenders and accepted by the Borrower in respect of such B Borrowing, if such B Borrowing is made on the same date as such A Borrowing) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.13(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.012.1. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until date hereof to and including the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lendxx'x xame on the signature pages hereof under the caption "COMMITMENTS", or, if such Lender has entered into any Assignment and Acceptance or Commitment Increase Agreement or a New Lender Agreement, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender's Available Commitment"COMMITMENT"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the such Commitments shall be applied to all the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B ReductionREDUCTION"). Each A Borrowing shall be in an aggregate amount not less than of $10,000,000 (in the case of an A Borrowing comprised of Base Rate Advances and $25,000,000 in the case of an A Borrowing comprised of Eurodollar Rate Advances, or, if lower, the amount of the Available Commitments) or in either case an integral multiple of $1,000,000 in excess thereof (or, in the case of an A Borrowing of Base Rate Advances, the aggregate unused Commitments, if less) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereundermake more than one Borrowing on any Business Day and may borrow, and repay or prepay Advances pursuant to Section 2.11 2.10, and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Revolving Credit Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Revolving Credit Advances to the Borrower Company and any Borrowing Subsidiary from time to time on any Business Day during the period from the Closing Effective Date until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced pursuant to Section 2.05(a) or increased pursuant to Section 2.05(c) (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Competitive Bid Reduction"). Each A Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) 5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, (i) an aggregate amount equal to the amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Company exceeds the aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Credit Borrowing or (ii) the aggregate amount of the unused Commitments, after giving effect to any Competitive Bid Reductions then in effect) and shall consist of A Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the each Borrower may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10 and utilize the resulting increase (other than in the Available Commitments for further Extensions case of a Termed Out Loan) reborrow under this Section 2.01. 364-Day Credit in accordance with the terms hereof. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.Agreement

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be deemed applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 5,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. Section 2.01 (a) Revolving A Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until Effective Date to and including the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available Commitmentname on the signature pages hereof under the caption "COMMITMENTS," or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender's "COMMITMENT"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the such Commitments shall be applied to all the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B ReductionREDUCTION"). Each A Borrowing consisting of Revolving A Advances shall be in an aggregate amount not less than of $10,000,000 (in the case of an A Borrowing comprised of Base Rate Advances and $25,000,000 in the case of an A Borrowing comprised of Eurodollar Rate Advances, or, if lower, the amount of the Available Commitments) or in either case an integral multiple of $1,000,000 in excess thereof (or, in the case of an A Borrowing of Base Rate Advances, the aggregate unused Commitments, if less) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereundermake more than one Borrowing on any Business Day and may borrow, and repay or prepay Advances pursuant to Section 2.11 2.10, and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01(a). (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. Advances (a) Each ). The Lender severally agrees, on the terms and ------------ conditions hereinafter set forth, to make A Advances advances (each an "Advance") to the Borrower from time to time on any Business Day during the period from the Closing Effective Date until the Commitment Termination Date in an aggregate outstanding amount for each such Advance not to exceed the Unused Commitment at any time such Lender's Available Commitment, provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages (such deemed use of the aggregate amount of the Commitments being a "B Reduction")time. Each A Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) 1,000,0000 or an integral multiple of $1,000,000 500,000 in excess thereof thereof; provided, however, that the Initial Extension of Credit shall be $10,000,000 and the aggregate amount of Borrowings made during each 30 day period thereafter shall consist of A Advances of not exceed $3,500,000. Pursuant to the same Type made on terms of, and subject to the same day by conditions set forth in, the Lenders ratably according to their respective Percentages. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedEscrow Agreement, the Borrower may request Extensions shall be entitled to withdraw amounts on deposit in the Escrow Account on or after the earlier of Credit hereunder(i) the Disapproval Date and (ii) if the Approval Condition has not been met, August 1, 2001, in an amount not to exceed the amount of the Unused Commitment on the date of such drawing, after giving effect to any Borrowing to be made on such drawing date; provided that, simultaneous with the delivery of a Seller Escrow Notice (as defined in the Escrow Agreement) to the Escrow Agent, the Borrower shall deliver a copy of such Seller Escrow Notice to the Lender via facsimile or hand delivery. The Lender hereby agrees that, simultaneous with the delivery of a Buyer Escrow Notice (as defined in the Escrow Agreement) to the Escrow Agent, the Lender shall deliver a copy of such Buyer Escrow Notice to the Borrower via facsimile or hand delivery. The withdrawal of any amounts on deposit in the Escrow Account by the Borrower and repay each payment or prepay Advances prepayment of amounts owing under or in respect of the Secured Facility Documents by the Lender pursuant to Section 2.11 7.11 shall be deemed for all purposes of this Agreement and utilize the resulting increase other Loan Documents to be an Advance hereunder in an amount equal to such withdrawal or such payment or prepayment, as the case may be, other than for purposes of the amount limitations set forth in this Section 2.01 and in the Available Commitments for further Extensions of Credit Note, the procedures set forth in accordance with Section 2.02 and the terms hereofconditions set forth in Section 3.02. Amounts borrowed, or deemed to be borrowed, under this Section 2.01 and repaid or prepaid may not be reborrowed. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, -------------- on the terms and conditions hereinafter set forth, to make A Advances to the Company and any Designated Borrower (in Dollars or in Euros, at the election of the Company on its own behalf or on behalf of the applicable Borrower) from time to time on any Business Day during the period from the Closing until Date to and including the Commitment Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount of such Lender's Available Commitment, ; provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the Dollar Equivalent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). ----------- Each A Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and thereof, or the aggregate amount of the unused portion of the Lenders' Commitments; provided that any A Borrowing in an aggregate amount less than $10,000,000 shall consist solely of Base Rate Advances. In addition, each A Borrowing shall consist of A Advances of the same Type and Currency and having the same Interest Period made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower Borrowers may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 and utilize 2.10 and, on or prior to the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofCommitment Termination Date, reborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register, as such amount may be reduced pursuant to Section 2.05(a) (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be deemed applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). . (b) Each A Borrowing (i) shall (except as otherwise provided in Sections 2.09(f) and (g)) be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and (ii) shall consist of A Advances of the same Type made (and, if such Advances are Eurodollar Rate Advances, having the same Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow, and repay or prepay Advances pursuant to Section 2.11 2.11(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an amounts such that the sum of (x) the aggregate outstanding principal amount not to exceed at any time of A Advances by such Lender plus (y) such Lender's Available Percentage of the aggregate principal amount of Swingline Loans plus (z) such Lender's LC Exposure at any one time outstanding shall not exceed the amount set forth opposite such Lender's name on Schedule I hereto or, if such Lender has entered into any Assignment and Assumption Agreement, the amount set forth for such Lender in such Assignment and Assumption Agreement or, if such Lender has entered into an agreement required by Section 2.07(b), the amount set forth for such Lender in such agreement (as each such amount may be reduced pursuant to Section 2.07) (such amount, such Lender's "Commitment, "); provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"); and provided further that in no event shall the Swingline Lender be obligated to make any loan hereunder if, after making such loan and giving effect to the application of any funds made available at such time to prepay or repay any outstanding Swingline Loan, the sum of (A) the aggregate principal amount of A Advances, Swingline Loans and LC Exposure at such time outstanding exceeds an amount equal to (I) the aggregate Commitment less (II) the aggregate B Reduction . Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) 20,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the difference between the aggregate amount of a proposed B Borrowing requested by the Borrower and the aggregate amount of B Advances offered to be made by the Lenders and accepted by the Borrower in respect of such B Borrowing, if such B Borrowing is made on the same date as such A Borrowing) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderfrom time to time borrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.13(b) and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances.. -------------- (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Company and any Designated Borrower (in Dollars or in Euros, at the election of the Company on its own behalf or on behalf of the applicable Borrower) from time to time on any Business Day during the period from the Closing until Restatement Date to and including the Commitment Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount of such Lender's Available Commitment, ; provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the Dollar Equivalent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to allocated among the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). ----------- On the Restatement Date all outstanding A Advances of each Lender shall automatically, without any action on the part of any Person, be deemed to be A Advances of the Company hereunder. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (b) Each A Borrowing shall be in an aggregate amount not less than of $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and thereof, or the aggregate amount of the unused portion of the Lenders' Commitments; provided that any A Borrowing in an aggregate amount less than $10,000,000 shall consist solely of Base Rate Advances. In addition, each A Borrowing shall consist of A Advances of the same Type and Currency and having the same Interest Period made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower Borrowers may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 and utilize 2.10 and, on or prior to the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofCommitment Termination Date, reborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing date hereof until the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set opposite such Lender's Available name on the signature pages hereof under the caption "Commitments" or, if such Lender has entered into an Assignment and Acceptance in accordance with Section 8.07, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.18 (such Lender's "Commitment"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages Commitments to reduce the amount of Advances available from each Lender (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereunderborrow under this Section 2.01, and repay or prepay Advances pursuant to Section 2.11 2.10(b), and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) Each Lender severally agrees, on Loan Subject to the terms and conditions hereinafter of this Agreement, and in reliance upon the representations and warranties set forthforth herein, each Lender severally, but not jointly, agrees to make A Advances fund to the Borrower from an amount equal to its ratable portion of the Loan in accordance with its respective Commitment on the Closing Date as a single Advance denominated in U.S. Dollars; provided, however, that a portion of the Loan in the amount of $150,000,000 (the “Delayed Draw Tranche”) may be advanced to the Borrower pursuant to one or more Advances of either (x) $25,000,000 or an integral multiple of $100,000 in excess thereof or (y) if the undrawn amount of the Delayed Draw Tranche is at such time to time on any Business Day less than $25,000,000, the remaining undrawn amount of the Delayed Draw Tranche, which Delayed Draw Tranche shall be available during the period from the Closing until Date through April 29, 2017 (the Termination Date “Delayed Draw Period”); provided further that (A) the conditions in an aggregate outstanding amount not to exceed at any time such Lender's Available Commitment, provided that Section 3.02 shall have been satisfied and (B) the aggregate amount of amounts advanced to the Borrower pursuant to the Delayed Draw Tranche shall not exceed the Commitments of the Lenders shall be deemed used from time to time therefor, if any, set forth in Schedule I. Each Borrowing with respect to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Percentages (such deemed use of the aggregate amount of the Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less than $10,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and Delayed Draw Tranche shall consist of A Advances of the same Type made on the same day simultaneously by the Lenders ratably according to their respective PercentagesCommitments. Within The Borrower shall not have the limits right to reborrow any portion of each Lender's Commitment and as hereinabove and hereinafter provided, the Borrower may request Extensions of Credit hereunder, and repay Loan that is repaid or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofprepaid. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.

Amounts and Terms of the Advances. SECTION 2.01. The A Advances. (a) . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make A Advances to the Borrower from time to time on any Business Day during the period from the Closing until Original Effective Date to and including the Termination Date in an aggregate outstanding amount not to exceed at any time outstanding the amount set forth opposite such Lender's Available Commitmentname on Schedule III hereto, or, if such Lender has entered into any Assignment and Acceptance or Commitment Increase Agreement or a New Lender Agreement, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender's "COMMITMENT"), provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the such Commitments shall be applied to all the Lenders ratably according to their respective Percentages Commitments (such deemed use of the aggregate amount of the Commitments being a "B ReductionREDUCTION"). Each A Borrowing shall be in an aggregate amount not less than of $10,000,000 (in the case of an A Borrowing comprised of Base Rate Advances and $25,000,000 in the case of an A Borrowing comprised of Eurodollar Rate Advances, or, if lower, the amount of the Available Commitments) or in either case an integral multiple of $1,000,000 in excess thereof (or, in the case of an A Borrowing of Base Rate Advances, the aggregate unused Commitments, if less) and shall consist of A Advances of the same Type made on the same day by the Lenders ratably according to their respective PercentagesCommitments. Within the limits of each Lender's Commitment and as hereinabove and hereinafter providedCommitment, the Borrower may request Extensions of Credit hereundermake more than one Borrowing on any Business Day and may borrow, and repay or prepay Advances pursuant to Section 2.11 2.10, and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereofreborrow under this Section 2.01. (b) In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the principal amount outstanding hereunder to exceed the Commitments.