Common use of The Advances Clause in Contracts

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if Commitment of such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender then in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Commitment”)effect; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type and currency made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each (a) Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each, a “Term Loan Advance”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount up to a maximum of one (based in respect of any Advances denominated in a Committed Currency 1) advance on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 Closing Date (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to any advances outstanding under the Original Credit Agreement) and three (3) times thereafter during the period beginning on the day after the Closing Date and ending on May 16, 2018 (the “Term Loan Commitment Period”), upon notice by the Borrower to the Administrative Agent given in accordance with Section 2.02(a), such Borrowing sums as are requested by the sum of Borrower for the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then purposes set forth in effect. Each Borrowing shall be Section 2.14, in an aggregate amount (i) following the Closing Date of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 25,000,000 (or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to if the remaining unused unadvanced portion of the Term Loan Commitment is less than $25,000,000, Borrower shall be permitted to make a single draw in the amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances remaining unadvanced portion of the same Type made Commitment in order to fully fund the Facility), and (ii) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Term Loan Commitment; provided, however, that all Term Loan Borrowings shall be subject to the satisfaction of the conditions precedent set forth in Section 3.02. The Term Loan Advance on the same day Closing Date shall not be less than $140,000,000.00. Such additional advances made in accordance with this Section 2.01(a) after the Closing Date is each a “Delayed Draw” and are collectively referred to herein as the “Delayed Draws.” Any amount of the Term Loan Commitment that is not drawn by Borrower on or before the expiration of the Term Loan Commitment Period will not be available to be drawn by the Lenders ratably according Borrower thereafter, and any undrawn portion of the Term Loan Commitment shall terminate, provided however, that any expiration of the Term Loan Commitment shall not abrogate Borrower’s right to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this request a Commitment Increase as set forth in Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.012.17 hereunder.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, forth (a) to make Tranche 1 Advances denominated in Dollars to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date Availability Period in an aggregate amount not to exceed such Lender’s outstanding Tranche 1 Commitment immediately prior to the making of the Tranche 1 Advance, (based in respect of any b) to make Tranche 2 Advances denominated in a Committed Currency Dollars to the Borrower from time to time on any Business Day during the Equivalent Availability Period in Dollars determined on the date of delivery of the applicable Notice of Borrowing) an amount not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name outstanding Tranche 2 Commitment immediately prior to the making of the Tranche 2 Advance, (c) to make Tranche 3 Advances denominated in Dollars to the Borrower from time to time on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant any Business Day during the Availability Period in an amount not to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (exceed such Lender’s “Commitment”); provided that outstanding Tranche 3 Commitment immediately prior to the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum making of the then-Tranche 3 Advance and (d) to make Tranche 4 Advances denominated in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an amount not to exceed such Lender’s outstanding aggregate amount of all Borrowings shall exceed Tranche 4 Commitment immediately prior to the aggregate amount making of the Commitments then in effectTranche 4 Advance. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments Borrowing Minimum or the Equivalent a Borrowing Multiple in excess thereof in a Committed Currency. Each Borrowing and shall initially consist of Eurocurrency Rate Advances of the same Type Class made on the same day by the Lenders ratably according to their respective relevant Commitments. Within Upon the limits making of each any Advance by a Lender such Lender’s Commitment, relevant Commitment will be permanently reduced by the aggregate principal amount of such Advance. The Borrower from time to time may borrow under this Section 2.01, prepay Advances pursuant to Section 2.10 and reborrow under this Section 2.012.10, provided that Advances may not be reborrowed once repaid.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in Dollars and/or Euros to the Borrower or Borrowing Subsidiary from time to time on any Business Day during the period from the Effective Date date hereof until the Termination Date in an aggregate amount (based in respect of any Advances to be denominated in a Committed Currency on Euros by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I hereto or, if such Lender has entered into an any Assignment and AcceptanceAssumption, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, not less than the Borrowing Minimum or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicablethe Borrowing Multiple in excess thereof (unless the aggregate amount of the unused Commitments is less than the Borrowing Minimum, in excess thereof, except that any which case such Borrowing may shall be in an amount equal to the remaining unused aggregate amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing unused Commitments) and shall consist of Advances of the same Type and in the same currency and having the same Interest Period made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower may from time to time may borrow under this Section 2.01borrow, prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01.

The Advances. (a) The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each a "Revolving Credit Advance") to the Borrower from time to time on any Business Day during the period from the Effective Date date hereof until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name 's Revolving Credit Commitment on Schedule 2.01 orsuch Business Day; provided, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementhowever, the Dollar amount set forth for such Lender in such Assumption Agreement orthat on each day, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to any Revolving Credit Borrowing on such Borrowing day, the sum of the then-outstanding aggregate amount of all Borrowings shall exceed (i) the aggregate amount of the Revolving Credit Advances outstanding on such day plus (ii) the aggregate amount of the Letter of Credit Advances outstanding on such day plus (iii) the aggregate Available Amount of all Letters of Credit outstanding on such day plus (iv) the ADR Reserve Amount on such day, shall not exceed an amount equal to the aggregate Revolving Credit Commitments then of the Lenders on such day; provided further that, notwithstanding anything to the contrary herein, the Borrower may, upon delivery to the Administrative Agent of a certificate from an officer of Mafco certifying that the proceeds from such Revolving Credit Borrowing shall be used solely to finance a transaction in effectrespect of which the amounts on deposit in the ADR Collateral Account are permitted to be used in accordance with the provisions of Section 7(h) of the Mafco Security Agreement, borrow amounts that have been reserved in accordance with the provisions of this Section 2.01 and the definition of "ADR Reserve Amount". Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any thereof (other than a Revolving Credit Borrowing may the proceeds of which shall be used solely to repay or prepay in an amount equal to the remaining unused amount full outstanding Letter of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing Credit Advances) and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Commitment's Unused Revolving Credit Commitment in effect from time to time, the Borrower from time to time may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.06(a) and reborrow under this Section 2.012.01(a).

The Advances. Each Lender severally agrees, on the terms and subject to the conditions hereinafter set forthforth in this agreement, to make one or more advances (such advances, together with Auction Bid Advances as provided in subsection (b) of this Section 2.01 to the extent any Lender elects to make them, being the "Advances") to the Borrower from time to time on any Business Day during the period from the Effective Date until to but excluding the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment one or more Assignments and AcceptanceAcceptances, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c)9.04(d) (such amount, as such amount may it shall be reduced or terminated pursuant to this Section 2.01 or pursuant to Section 2.04 (2.04, being such Lender’s “'s "Commitment”"); provided provided, however, that the Lenders Facility Usage shall not be obligated toexceed the Facility. Notwithstanding anything herein to the contrary, and shall not, make any Advances as part for purposes of determining the amount of a Borrowing if after giving effect to such Borrowing Lender's Commitment in respect of an Advance (other than an Auction Bid Advance) requested by the sum of Borrower, the then-outstanding aggregate amount of all Borrowings any Auction Bid Advances made by such Lender shall exceed the aggregate amount of the Commitments then in effectbe disregarded. Each Borrowing consisting of Adjusted Eurodollar Rate Advances shall have the same Interest Period and shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of not less than $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any . Each Borrowing may consisting of Base Rate Advances shall be in an aggregate amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitmentsnot less than $1,000,000. Within the limits of each Lender’s Commitmentthe foregoing, the Borrower from time to time may borrow under this Section 2.012.01(a), repay pursuant to Section 2.05(a) or prepay pursuant to Section 2.10 2.09(a) and reborrow under this Section 2.012.01(a).

The Advances. (a) The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each a "Revolving Credit Advance") to the each Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount for each such Revolving Credit Advance (based determined in respect the case of any Advances Revolving Credit Advance denominated in a Committed Primary Currency on by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Borrowingsuch Business Day) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or's Unused Revolving Credit Commitment at such time; provided, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementhowever, the Dollar amount set forth for such Lender in such Assumption Agreement orthat, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing Revolving Credit Borrowing, the sum of (x) the then-outstanding aggregate principal amount of all Borrowings Revolving Credit Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the aggregate amount of the Commitments then in effectRevolving Credit Facility on such Business Day. Each Revolving Credit Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit Borrowing is denominated) (other than a Committed Currency. Each Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the same Type made on and in the same day currency made simultaneously by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that after giving effect to any Revolving Credit Borrowing denominated in a Primary Currency, the Foreign Loan Amount on such date shall not exceed $100,000,000. Any "Revolving Credit Advances" outstanding on the Effective Date under the Existing Credit Agreement shall be Revolving Credit Advances for all purposes hereunder and under the other Loan Documents. Within the limits of each Lender’s 's Commitment, the Borrower from time to time Borrowers may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”)) in any case and at any time less the amount of such Lender’s Letter of Credit Exposure; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency; provided that, in the case of any Borrowing made for the purpose of reimbursing a drawing under any Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than $5,000,000, such Borrowing shall consist solely of Base Rate Advances. Each Except as set forth in clause (B) of the preceding sentence, each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.. SECTION 2.02

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until date hereof to and including the day prior to the Termination Date Date, in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) outstanding not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I hereto or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part each Issuing Bank agrees to issue Letters of a Borrowing if after giving effect to such Borrowing Credit for the sum account of the then-outstanding Borrower from time to time on any Business Day during the period from the date hereof until the tenth Business Day prior to the Termination Date in an aggregate amount of all Borrowings shall not to exceed the aggregate amount of the Commitments then in effectsuch Issuing Bank’s LC Commitment. Each Borrowing shall be in an aggregate amount of not less than $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within Until the day prior to the Termination Date, within the limits of each Lender’s Commitment, the Borrower may from time to time may borrow under this borrow, repay pursuant to Section 2.01, 2.05 or prepay pursuant to Section 2.10 2.10(b) and reborrow under this Section 2.01.Section

The Advances. Each Lender severally agrees, on the ------------ terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “'s "Commitment”"); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in a any Committed Currency. Each Borrowing Currency determined on the date of delivery of the applicable Notice of Borrowing) and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in Dollars and/or Euros to the Borrower or Borrowing Subsidiary from time to time on any Business Day during the period from the Effective Date date hereof until the Termination Date applicable to such Lender in an aggregate amount (based in respect of any Advances to be denominated in a Committed Currency on Euros by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 orI hereto, if such Lender has become a Lender hereunder pursuant to entered into an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an any Assignment and AcceptanceAssumption, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, not less than the Borrowing Minimum or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicablethe Borrowing Multiple in excess thereof (unless the aggregate amount of the unused Commitments is less than the Borrowing Minimum, in excess thereof, except that any which case such Borrowing may shall be in an amount equal to the remaining unused aggregate amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing unused Commitments) and shall consist of Advances of the same Type and in the same currency and having the same Interest Period made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower may from time to time may borrow under this Section 2.01borrow, prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01.

The Advances. (a) COMMITTED ADVANCES. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Committed Advances to the Borrower and the Subsidiary Borrowers, from time to time on any Business Day during the period from the Effective Date until date hereof to the Termination Date Final Maturity Date, in an aggregate amount (based determined in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of BorrowingDollars) not to exceed at any time outstanding the Dollar amount set forth opposite of such Lender’s name on Schedule 2.01 or's Commitment; PROVIDED, if HOWEVER, that such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, to make any Advances as part of a Borrowing if Committed Advance if, after giving effect to such Borrowing Committed Advance and the sum other Committed Advances to be made by the other Lenders as part of the then-outstanding aggregate amount of all Borrowings same Committed Borrowing, (x) the Facility Usage shall exceed the Total Commitment or (y) in the event such Borrowing is being made by a Subsidiary Borrower, the aggregate amount of outstanding Advances to such Subsidiary Borrower shall exceed such Subsidiary Borrower's Subsidiary Borrower Sublimit; PROVIDED, FURTHER, that such Lender shall not be obligated to make any Committed Advance in an Alternative Currency if, after giving effect to such Committed Advance and the Commitments other Committed Advances to be made by the other Lenders as part of the same Committed Borrowing, the then outstanding aggregate principal amount (determined in effectDollars) of all Committed Advances denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit. Each Committed Borrowing under this Section 2.01(a) shall (i) be in an aggregate amount not less than $1,000,000 in the case of Base Rate Advances, $5,000,0001,000,000 in the case of Eurocurrency Rate Committed Advances denominated in Dollars and $1,500,000 in the case of Eurocurrency Rate Committed Advances denominated in an Alternative Currency, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or (ii) be in an integral multiple of $1,000,000100,000 in the case of Base Rate Advances and $500,000 in the case of each other type of Advance, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall and (iii) consist of Committed Advances of the same Interest Type made in the same currency on the same day Business Day by the Lenders ratably according to their respective Commitments, SUBJECT, HOWEVER, to the provisions of Section 2.02(c). Within the limits of each Lender’s Commitment's Commitment and subject to the terms and provisions hereof, the Borrower Borrowers may from time to time may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.12, and reborrow under this Section 2.012.01(a).

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate principal 91839933_4 amount (based in respect of any Advances Advance denominated in a Committed Currency Sterling on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) Dollars), not to exceed at any time outstanding the Dollar amount set forth opposite of such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 Commitment less (i) such Lender’s “Commitment”)Pro Rata Share of the Outstanding Amount of all L/C Obligations and (ii) such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans; provided provided, however, that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to any Advance, the aggregate Outstanding Amount of all Swing Line Loans (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such Borrowing the sum requested Advance, including with any portion of the then-outstanding aggregate amount of all Borrowings shall exceed proceeds thereof) plus the aggregate amount Outstanding Amount at such time of the Commitments then Advances of the Lender acting as Swing Line Lender (including the requested Advance) plus the aggregate Outstanding Amount of such Lender’s participations in effectL/C Obligations shall not exceed such Lender’s Commitment. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 (or ¥500,000,000, as applicable, the Equivalent thereof in Sterling) or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments (or the Equivalent thereof in a Committed Currency. Each Borrowing Sterling) in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.01.

The Advances. (a) The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement signature pages hereof under the caption "Revolving Credit Commitment" or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c8.07(g), as such amount may and shall be reduced pursuant to Section 2.04 2.05 (such Lender’s “'s "Revolving Credit Commitment”"); , provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of the Revolving Credit Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Revolving Credit Commitments shall be allocated among the Lenders ratably according to their respective Revolving Credit Commitments (such deemed use of the aggregate amount of the Revolving Credit Commitments being a "Competitive Bid Reduction") and; provided further that no Revolving Credit Borrowing shall be made if, following the making of such Revolving Credit Borrowing the aggregate amount of the Advances then outstanding plus the Available Amount of all Borrowings shall Letters of Credit then outstanding would exceed the aggregate amount of the Revolving Credit Commitments then in effectof the Lenders. Each Revolving Credit Borrowing (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances made by any Swing Line Bank or outstanding Letter of Credit Advances made by any Issuing Lender) shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereofthereof (or, except that any Borrowing may be in if less, an aggregate amount equal to the remaining unused amount by which the aggregate amount of a proposed Competitive Bid Borrowing requested by the Commitments or Borrower exceeds the Equivalent thereof aggregate amount of Competitive Bid Advances offered to be made by the Lenders and accepted by the Borrower in a Committed Currency. Each respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as such Revolving Credit Borrowing) and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Commitmentprovided herein, the Borrower from time to time may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.012.01(a).

The Advances. (a) The Revolving Credit ------------ -------------------- Advances. Each Lender severally agrees, on the terms and -------- conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the earlier of the Revolver Termination Date and the Term Loan Conversion Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Paying Agent pursuant to Section 8.07(c8.06(d), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “'s "Commitment”"); , provided that (i) the Lenders ---------- -------- Facility Usage shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments of the Lenders and (ii) 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 Competitive Bid Advances then in effectoutstanding and such deemed use of the aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their respective Commitments (such deemed use of the aggregate amount of the Commitments being a "Competitive Bid Reduction"). Each ------------------------- Revolving Credit Borrowing shall be in an aggregate minimum amount of $10,000,000, in the case of Eurodollar Rate Advances, or $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple in the case of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing Base Rate Advances and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment, the Borrower from time to time may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.012.01(a).

The Advances. Each Lender severally agreesCommencing on November 1, on 1999, and continuing until the earlier of May 31, 2000 or the closing of the Acquisition (the "Term"), DTN will make advances to Ag1, subject to the terms and conditions hereinafter set forthcontained in this Agreement. Upon receipt of an application for an advance complying with Section 4, DTN will make advances (collectively called the "Operational Advances" and individually called an "Operational Advance) to Ag1 which in the aggregate will not exceed Five Hundred Twenty Five Thousand Dollars ($525,000). Upon receipt of an application for an advance complying with Section 4, DTN will make advances (collectively called the "Construction Advances" and individually called a "Construction Advance") for capital expenditures relating to the tenant finish, trade fixtures and equipment to be included in Ag1's leased office facility (the "Project") which are in accordance with the Plans approved by DTN as provided in Section 4(a). The Construction Advances in no event shall exceed One Million Six Hundred Thousand Dollars ($1,600,000) in the aggregate. The Operational Advances and Construction Advances sometimes will be referred to in this Agreement collectively as the "Advances" and individually as an "Advance". All Operational Advances shall be utilized solely to satisfy the working capital needs (exclusive of capital expenditures) of Ag1 in operating its business in the ordinary course consistent with past practices. All Construction Advances shall be utilized solely for payment of the costs of constructing the improvements and equipping the Project in substantial compliance with the Plans for the Project approved by DTN as provided in Section 4(a). Ag1 shall in no event divert funds for any other purpose. The Advances do not constitute revolving credit, and once an Advance has been repaid, DTN is not obligated to make the Advance again. All Advances shall be subject at all times to all maximum limits and conditions set forth in this Agreement. The Advances shall be evidenced by Ag1's promissory note (the "Note") in the form set forth as Exhibit "A" hereto, with appropriate insertions. All Advances made by DTN to Ag1 pursuant to this Agreement and all payments of principal shall be evidenced by DTN on the schedule attached to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery Note, which schedule shall be rebuttable presumptive evidence of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess subject matter thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) principal amount, not to exceed at any time outstanding the Dollar amount set forth opposite of such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 Commitment less (i) such Lender’s “Commitment”)Pro Rata Share of the Outstanding Amount of all L/C Obligations and (ii) such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans; provided provided, however, that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to any Advance, the aggregate Outstanding Amount of all Swing Line Loans (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such Borrowing the sum requested Advance, including 143361946_5 with any portion of the then-outstanding aggregate amount of all Borrowings shall exceed proceeds thereof) plus the aggregate amount Outstanding Amount at such time of the Commitments then Advances of the Lender acting as Swing Line Lender (including the requested Advance) plus the aggregate Outstanding Amount of such Lender’s participations in effectL/C Obligations shall not exceed such Lender’s Commitment. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.01.

The Advances. Each (a) The Revolving Credit Advances. each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each a "Revolving Credit Advance") to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Final Maturity Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) for each such Advance not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or's Unused Revolving Credit Commitment at such time after giving effect to any repayment of Letter of Credit Advances from proceeds of such Revolving Credit Advances, if such which Revolving Credit Advances shall, at the option of the Borrower, be Base Rate Advances or Eurodollar Rate Advances; provided, however, that no Lender has become shall have any obligation to make a Lender hereunder Revolving Credit Advance pursuant to an Assumption Agreementthis Section 2.01(a) to the extent that (A) for any Revolving Credit Advance requested prior to September 30, the Dollar amount set forth for such Lender in such Assumption Agreement or1999, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained based on calculations made by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of Borrower on a Borrowing if pro forma basis after giving effect to such Borrowing Advance, the sum Senior Leverage Ratio for the Borrower's most recently ended fiscal quarter for which financial statements are available immediately preceding the date of such Advance is greater than the then-outstanding aggregate amount of all Borrowings shall exceed ratio for such fiscal quarter in Section 5.04(a)(ii), and (B) on and after September 30, 1999, such Revolving Credit Advance would cause the aggregate amount of Revolving Credit Advances outstanding (after giving effect to any immediate application of the Commitments proceeds thereof) to exceed the lesser of (i) Revolving Credit Facility less the Letter of Credit Advances then in effectoutstanding plus the aggregate Available Amount of all Letters of Credit then outstanding and (ii) the Borrowing Base less the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding. Each Borrowing of (x) Base Rate Advances shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 100,000 or ¥500,000,000, as applicable, any whole multiple thereof and (y) Eurodollar Rate Advances shall be in an aggregate amount of $300,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, 100,000 in excess thereof, except that any (other than a Borrowing may the proceeds of which shall be used solely to repay or prepay in an amount equal to full outstanding Letter of Credit Advances made by the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing Issuing Bank) and shall consist of Revolving Credit Advances of the same Type made on the same day simultaneously by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Commitment's Unused Revolving Credit Commitment in effect from time to time, the Borrower from time to time may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.06(a) and reborrow under this Section 2.012.01(a), subject to the terms and conditions hereof."

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”)) in any case and at any time less the amount of such Lender’s Letter of Credit Exposure; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent equivalent thereof in a Committed Currency; provided that, in the case of any Borrowing made for the purpose of reimbursing a drawing under any Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than $5,000,000, such Borrowing shall consist solely of Base Rate Advances. Each Except as set forth in clause (B) of the preceding sentence, each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. (a) Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make one or more Revolving Advances to the Borrower from time to time on any Business Day during the period from the Effective Date date hereof until the Revolving Loan Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding an amount equal to (i) the Dollar amount set forth opposite such Revolving Lender’s 's name on Schedule 2.01 the signature pages hereof as its Revolving Commitment or, if such Revolving Lender has become a Lender hereunder pursuant to an Assumption entered into any Transfer Agreement, the Dollar amount set forth for such Revolving Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender as its Revolving Commitment in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c10.06(c), as such amount may be reduced adjusted pursuant to Section 2.04 2.15, Section 2.16 or Section 6.01 (such Revolving Lender’s “'s "Revolving Commitment”)") minus (ii) such Revolving Lender's Ratable Revolving Percentage of the sum of outstanding Swingline Advances plus outstanding Letter of Credit Liabilities; provided that the Lenders no Revolving Advance shall not be obligated torequired to be made, and shall not, make any Advances except as part of a Revolving Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be that is in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or that is an integral multiple of $1,000,0001,000,000 and is not less than (a) in the case of a Revolving Borrowing comprised of LIBOR Advances, £1,000,000$5,000,000 and (b) in the case of a Revolving Borrowing comprised of Base Rate Advances, €1,000,000 or ¥100,000,000$3,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each and each Revolving Borrowing shall consist of Revolving Advances of the same Type having (in the case of a Revolving Borrowing comprised of LIBOR Advances) the same Interest Period, made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. Within the limits of each Revolving Lender’s Commitment's commitment, the Borrower from time to time may borrow under this Section 2.01borrow, prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.012.01(a) until the Revolving Loan Termination Date.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate principal amount (based in respect of any Advances Advance denominated in a Committed Currency Sterling on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) Dollars), not to exceed at any time outstanding the Dollar amount set forth opposite of such Lender’s name on Schedule 2.01 or, if Commitment less (i) such Lender has become a Lender hereunder pursuant to an Assumption Agreement, 68457597_7 Exhibit 10.1 Lender’s Pro Rata Share of the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment Outstanding Amount of all L/C Obligations and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (ii) such Lender’s “Commitment”)Pro Rata Share of the Outstanding Amount of all Swing Line Loans; provided provided, however, that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to any Advance, the aggregate Outstanding Amount of all Swing Line Loans (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such Borrowing the sum requested Advance, including with any portion of the then-outstanding aggregate amount of all Borrowings shall exceed proceeds thereof) plus the aggregate amount Outstanding Amount at such time of the Commitments then Advances of the Lender acting as Swing Line Lender (including the requested Advance) plus the aggregate Outstanding Amount of such Lender’s participations in effectL/C Obligations shall not exceed such Lender’s Commitment. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 (or ¥500,000,000, as applicable, the Equivalent thereof in Sterling) or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments (or the Equivalent thereof in a Committed Currency. Each Borrowing Sterling) in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.01.

The Advances. (a) Each Lender severally agrees, on the ------------------------- terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date date hereof until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or's Advance Commitment, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementprovided, the Dollar amount set forth for such Lender in such Assumption Agreement orthat, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall -------- ---- not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing Borrowing, either (i) the sum of the then-then outstanding aggregate amount of all Borrowings Borrowings, the aggregate Swing Line Commitment then in effect (computed without giving regard to usage), the then outstanding Hedge Agreements Exposure and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments LC Commitment in effect from time to time, or (ii) the sum of the then outstanding aggregate amount of all Borrowings, the aggregate Swing Line Commitment then in effecteffect (computed without giving regard to usage), the then outstanding Hedge Agreements Exposure and the outstanding aggregate amount of all Letter of Credit Liability in respect of Standby Letters of Credit shall exceed the aggregate amount of the Advance Commitment in effect from time to time. Each Borrowing shall be in an aggregate amount not less than (A) $15,000,000, in the case of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple a Borrowing consisting of Eurodollar Rate Advances and (B) $1,000,000, £1,000,000in the case of a Borrowing consisting of Base Rate Advances, €1,000,000 or ¥100,000,000, as applicableor, in each case, in integral multiples of $1,000,000 in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Advance Commitments. Within the limits of each Lender’s 's Advance Commitment, the Borrower may from time to time may borrow under this Section 2.01borrow, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make advances (such advances, collectively with the Existing Advances herein the "Advances") to the Borrower from time to time on any Business Day during the period from the Effective Date until date hereof to and including the Termination Date (this and certain other capitalized terms are defined in an aggregate amount Section 7.01), provided that (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowinga) not to exceed at any time the aggregate outstanding amount of the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, Advances and Credit Liabilities shall not exceed the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, lesser of (i) the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c)Revolving Credit Commitments, as such amount may be reduced pursuant to Section 2.04 1.04, or (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing ii) the sum of the then-Borrowing Base minus the aggregate outstanding aggregate principal amount of all Borrowings shall exceed advances made by Harrxx Trust and Savings Bank to Borrower under the terms of that certain Facility Agreement dated April 14, 1995 (the sum of the foregoing, herein the "Adjusted Borrowing Base"); (b) at any time the aggregate outstanding amount of a Bank's Advances and its Pro Rata Part (determined based on the Revolving Credit Commitments) of the Credit Liabilities shall not exceed its Revolving Credit Commitment; and (c) at all times the aggregate outstanding amount of the Commitments then in effect. Each Borrowing advances made by a Bank shall never be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in less than an amount equal to the remaining unused sum of its Pro Rata Part (determined based on the Revolving Credit Commitments) of the then aggregate outstanding amount of the Commitments or the Equivalent thereof in a Committed Currencyall Advances minus up to $500,000.00. Each Borrowing Advance shall consist of be in an amount not less than $250,000.00. Each Bank, subject to the other terms hereof, shall have an obligation to make only the Advances of requested from such Bank by Borrower, whether or not the same Type made on the same day by the Lenders ratably according other Bank makes its Advances to their respective CommitmentsBorrower. Within the limits of each Lender’s Commitmentthe Revolving Credit Commitments, the Borrower from time to time may borrow under this Section 2.01borrow, prepay pursuant to Section 2.10 2.02 and reborrow under this Section 2.011.01. 178 Section 2.02 Amendment to Sections 2.02(a), 3.02(a)(iii) and 3.02(a)(iv). Effective as of the date hereof, the term "Borrowing Base", as used in each place it appears in Sections 2.02(a), 3.02(a)(iii) and 3.02(a)(iv) of the Revolving Credit Agreement is hereby amended to mean the "Adjusted Borrowing Base" as defined in Section 1.01 of the Revolving Credit Agreement, as amended hereby.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”)) in any case and at any time less the amount of such Lender’s Letter of Credit Exposure; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency; provided that, in the case of any Borrowing made for the purpose of reimbursing a drawing under any Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than $5,000,000, such Borrowing shall consist solely of Base Rate Advances. Each Except as set forth in clause (B) of the preceding sentence, each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, Acceptance the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”); provided that ) in any case and at any time less the amount of such Lender’s ratable portion of Letter of Credit Liability, provided, that, the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-then outstanding aggregate amount of all Borrowings Borrowings, and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in any Committed Currency determined on the date of delivery of the applicable Notice of Borrowing); provided, that, in the case of any Borrowing made for the purpose of reimbursing a Committed Currencydrawing under any Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than $20,000,000, such Borrowing shall consist solely of Base Rate Advances. Each Except as set forth in clause (B) of the preceding sentence, each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, Acceptance the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “"Commitment”); provided that , provided, that, the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-then outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in a any Committed CurrencyCurrency determined on the date of delivery of the applicable Notice of Borrowing). Each Except as provided in Section 2.02(b), each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 1:00 p.m. (New York City time) on the Termination Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding not to exceed the Dollar Maximum Commitment. BACK [Revolving Credit Agreement (2014-1A)] Section 2.02 Making the Advances. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount set forth opposite not exceeding the Maximum Available Commitment at such Lender’s name time and shall be used solely for the payment when due of interest on Schedule 2.01 or, if the Class A Certificates at the Stated Interest Rate therefor in accordance with Section 3.5(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Lender has become a Lender hereunder Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any Interest Advance made pursuant to an Assumption Agreementthis Section 2.02(a), together with accrued interest thereon (as provided herein), the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained Maximum Available Commitment shall be reinstated by the Designated Agent pursuant amount of such repaid Interest Advance but not to Section 8.07(c)exceed the Maximum Commitment; provided, as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Commitment”); provided however, that the Lenders Maximum Available Commitment shall not be obligated toso reinstated at any time if (x) (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency or (y) a Final Advance, and a Special Termination Advance, a Downgrade Advance or a Non-Extension Advance shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, have been made or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in Interest Advance shall have been converted into a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01Final Advance.

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until date hereof to and including the day prior to the Commitment Termination Date Date, in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) outstanding not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I hereto or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 2.04(a) (such Lender’s “'s "Commitment”"); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part the Issuing Bank agrees to issue Letters of a Borrowing if after giving effect to such Borrowing Credit for the sum account of the then-outstanding Borrower from time to time on any Business Day during the period from the date hereof until the tenth Business Day prior to the Commitment Termination Date in an aggregate amount of all Borrowings shall not to exceed the aggregate amount of the Commitments then in effectLC Commitment. Each Borrowing shall be in an aggregate amount of not less than $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within Until the day prior to the Commitment Termination Date, within the limits of each Lender’s 's Commitment, the Borrower may from time to time may borrow under this borrow, repay pursuant to Section 2.01, 2.05 or prepay pursuant to Section 2.10 2.10(b) and reborrow under this Section 2.01. In no event shall the Borrower be entitled to request or receive any Extension of Credit that would cause the aggregate Outstanding Credits to exceed the Commitments.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date April 5, 2005 in an aggregate amount (based in respect of any Advances to be denominated in a Committed Currency on Euros by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing) outstanding at any time for all Borrowers not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “'s Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 not less than the Borrowing Minimum or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, the Borrowing Multiple in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Commitments. Within Until April 5, 2005 and within the limits of each Lender’s 's Commitment, the Borrower from time to time Borrowers may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.09(a) and reborrow under this Section 2.01. This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Amendment. On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents, if any, to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least three counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, Nex Xxxx, Xxx Xxxk 00000. Thxx Xxxxxx Xxxxxxxxx xxx xx xxxxxxxx xx xxx xxxber of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, CYTEC INDUSTRIES INC. By: /S/ T. Wozniak ------------------------------------ Title: Treasurer Agreed as of the date first above written: CITICORP NORTH AMERICA, INC., as Agent and as Lender By: /S/ Carolynee Sheridan ----------------------------------------- Title: Managing Director & Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /S/ Barbara Van M ----------------------------------------- Tixxx: Xxrector ABN AMRO BANK N.V. By: /S/ Robert H. Steelman ----------------------------------------- Xxxxx: Xxxxxxxx By: ----------------------------------------- Title: CALYON NEW YORK BRANCH By: /S/ Scott R. Chappelka ----------------------------------------- Xxxxx: Xxxxxxxx By: /S/ Michael Madnick ----------------------------------------- Xxxxx: Xxxxxxxx THE BANK OF NOVA SCOTIA By: /S/Todd S. Meller ----------------------------------------- Txxxx: Xxxxxxxx Director SUNTRUST BANK By: /S/ Robert Bugbee ----------------------------------------- Tixxx: Xxxxxxxx THE BANK OF NEW YORK By: /S/ Ernest Fung ----------------------------------------- Titlx: Xxxx Xxxsident COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /S/ Robert Traylor ----------------------------------------- Txxxx: Xxxxxx Xice President By: /S/ Andrew P. Lusk ----------------------------------------- Txxxx: Xxxx Xxxsident FORTIS CAPITAL CORP. By: /S/ Kathleen de Lathauwe ----------------------------------------- Xxxle: Senior Vice President By: /S/ Diran Cholakian ----------------------------------------- Xxxxx: Xxxx Xxxsident BAYERISCHE HYPO-UND VERSEINSBANK AG, NEW YORK BRANCH By: /S/ ----------------------------------------- Title: Director By: /S/ ----------------------------------------- Title: Associate Director PNC BANK, NATIONAL ASSOCIATION By: /S/ ----------------------------------------- Title: Senior Vice President SUMITOMO MITSUI BANKING CORP., NEW YORK By: /S/ Edward McColly ----------------------------------------- Txxxx: Xxxx Xxxsident & Dept. Head UFJ BANK LIMITED By: /S/ ----------------------------------------- Title: Vice President BANK OF CHINA, NEW YORK BRANCH By: /S/ ----------------------------------------- Title: Chief Lending Officer KBC BANK, N.V. By: /S/ R. Snauffer ----------------------------------------- Titlx: Xxxxx Xxce President

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “CommitmentCommitment ”)Commitment of such Lender then in effect; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. 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 its pro rata share of the Advances to the Borrower from time to time on any Business Day during the period from the Effective Closing Date until to the Termination Maturity Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount in Dollars (or its equivalent in Euros as herein provided) set forth opposite such Lender’s name on in Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement II hereof or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant and in a revised Schedule II prepared accordingly by the Agent. Total Advances outstanding on any date shall not exceed the total Commitments for such date, which initially is Eighty Million Dollars ($80,000,000) and which shall be reduced permanently on each Reduction Date in accordance with Section 2.05 hereof and Schedule X. If the Closing Date has not occurred prior to Section 8.07(cthe Termination Date, on the Termination Date, the Lenders’ total Commitments shall be reduced to zero (0), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Commitment”); provided that the Lenders shall not be obligated tohave any obligation to make any Advance hereunder, and the Lenders’ obligations shall notterminate hereunder. Advances may be made as (i) Base Rate Advances or (ii) EURIBO Rate Advances or LIBO Rate Advances, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effector both. Each Borrowing All fundings constituting an Advance shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitmentthe then applicable total Commitments, and subject to the terms and conditions of this Agreement, the Borrower from may borrow, repay and reborrow, on a revolving basis, in Euros and/or Dollars as provided herein, up to an aggregate outstanding amount at any time not to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01exceed the total Commitments in effect at such time.

The Advances. (a) The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each a "Revolving Credit Advance") to the each Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount for each such Revolving Credit Advance (based determined in respect the case of any Advances Revolving Credit Advance denominated in a Committed Primary Currency on by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Borrowingsuch Business Day) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or's Unused Revolving Credit Commitment at such time; provided, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementhowever, the Dollar amount set forth for such Lender in such Assumption Agreement orthat, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing Revolving Credit Borrowing, the sum of (x) the then-outstanding aggregate principal amount of all Borrowings Revolving Credit Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the aggregate amount of the Commitments then in effectRevolving Credit Facility on such Business Day. Each Revolving Credit Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit Borrowing is denominated) (other than a Committed Currency. Each Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the same Type made on and in the same day currency made simultaneously by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that after giving effect to any Revolving Credit Borrowing denominated in a Primary Currency, the Foreign Loan Amount on such date shall not exceed $55,000,000. Within 25 19 the limits of each Lender’s 's Commitment, the Borrower from time to time Borrowers may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.01.

The Advances. (a) On the Second Amendment Effective Date, in accordance with and upon the terms and conditions set forth in this Agreement, (i) the Commitment under the Existing Revolving Facility (the “Existing Commitments”) of each Existing Bank that does not agree to extend the maturity of its Existing Commitment shall continue hereunder but shall be referred to as a Tranche A Commitment, (ii) the Existing Commitment of each Existing Bank that agrees to extend the maturity of its Existing Commitment shall continue hereunder and be reclassified as a Tranche A-1 Commitment and (iii) the commitments of each Bank party hereto that is not an Existing Bank prior to the Second Amendment Effective Date (each, an “Additional Bank”) shall constitute Tranche A-1 Commitments;(b) Each Lender Tranche A Bank, severally agreesand for itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make Tranche A Advances to the Borrower from time to time time, on any Business Day during the period from the Effective Date until the Termination Date Tranche A Availability Period, in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) outstanding not to exceed at any time outstanding the Dollar amount set forth opposite such LenderBank’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Tranche A Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing of Tranche A Advances shall be in an aggregate amount of not less than $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Tranche A Advances of the same Type made to the Borrower on the same day by the Lenders Tranche A Banks ratably according to their respective CommitmentsTranche A Commitments and in the case of Tranche A Advances that are Eurodollar Rate Advances, having the same Interest Period. Within the limits of each LenderBank’s Tranche A Commitment, the Borrower may borrow, prepay pursuant to Section 2.06(b) and reborrow. (c) Each Tranche A-1 Bank, severally and for itself alone, on the terms and conditions hereinafter set forth, hereby agrees to make Tranche A-1 Advances to the Borrower from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate amount outstanding not to exceed at any time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.such Bank’s Tranche A-1

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, Acceptance the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”'s "COMMITMENT"); provided that , provided, that, the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-then outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in a any Committed CurrencyCurrency determined on the date of delivery of the applicable Notice of Borrowing). Each Except as provided in Section 2.02(b), each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each (a) On the date hereof each "Advance" made under the Existing Amended and Restated Credit Agreement shall constitute an Advance hereunder and each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each, an "Advance") to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement signature pages hereof or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “'s "Commitment”"); provided that the Lenders aggregate amount of each Advance shall not be obligated toexceed an amount equal to the lesser of (i) when added to all outstanding Advances, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of (A) $30,000,000, (B) eighty-five (85%) percent of the then-outstanding aggregate net amount of all Borrowings shall Eligible Receivables and (C) forty (40%) percent of Eligible Inventory, less, in each case, any Availability Reserves (each of which is measured as of the end of the fourth Business Day immediately preceeding such Advance), and (ii) when added to the outstanding Advances made during the calendar month during which such Advance is made, will not exceed 110% of the aggregate amount projected cash requirements of MEMC for such month as set forth on the Commitments then in effectapplicable Monthly Projected Cash Flow Statement. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 2,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, 500,000 in excess thereof, except that any Borrowing may thereof and shall be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day simultaneously by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment, the Borrower from time to time Borrowers may borrow under this Section 2.01, prepay pursuant to Section 2.10 and or reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”), in any case and at any time less the amount of such Lender’s Letter of Credit Exposure; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency; provided that, in the case of any Borrowing made for the purpose of reimbursing a drawing under any Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than $5,000,000, such Borrowing shall consist solely of Base Rate Advances. Each Except as set forth in clause (B) of the preceding sentence, each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forthforth in this Agreement, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Funds Availability Date until to the Termination Final Maturity Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c8.07(d), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “'s "Commitment”"); provided that the Lenders (i) only one Borrowing of Project Advances shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect permitted with respect to such Borrowing the sum each of the then-outstanding Dahlberg Project and any Subsequent Project which, as of the date xx xxxxisition thereof by a Borrower Group Member, is a Completed Project; (ii) Project Advances for any Project shall be made in an aggregate amount not to exceed the Project Limit for such Project (as reduced, in accordance with Section 2.15, to reflect the aggregate amount of all Borrowings outstanding CP Commitment Reservations, if any, relating to such Project); (iii) CP Advances for any purpose shall be made in an aggregate amount not to exceed the aggregate of all CP Commitment Reservations for such purpose; (iv) Working Capital Advances shall be made in an aggregate amount not to exceed the lesser of (A) the Borrowing Limit for Working Capital Advances (as reduced, in accordance with Section 2.15, to reflect the aggregate amount of all outstanding CP Commitment Reservations, if any, relating to Commercial Paper issued by the Borrower for the Borrower's general corporate purposes or to provide working capital for the Borrower); and (B) the aggregate of all Unused Commitments then in effectminus all CP Commitment Reservations; and (v) the aggregate principal amount of all outstanding Advances and CP Commitment Reservations shall not exceed $650,000,000. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or and an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that for any Borrowing may be in an amount equal to of the remaining unused amount Unused portion of the Commitments or available for the Equivalent thereof in a Committed Currencymaking of Advances within the applicable Borrowing Limit. Each Borrowing shall consist of Advances of the same Type and Category made on the same day by the Lenders ratably according to their respective Commitments. Within The Borrower may make more than one Borrowing on the limits same day; provided that (x) such Borrowings are of different Categories; and (y) no more than two Borrowings of each Category may be made during any one calendar month. Within each Lender’s 's Commitment, the applicable Borrowing Limit and the Availability Period, and subject to the conditions set forth in Article III, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “CommitmentCommitment ”), in any case and at any timeCommitment of such Lender then in effect less the amount of such Lender’s Letter of Credit Exposure at such time; provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency; provided that, in the case of any Borrowing made for the purpose of reimbursing a drawing under any Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than $5,000,000, such Borrowing shall consist solely of Base Rate Advances. Each Except as set forth in clause (B) of the preceding sentence, each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forthforth in this Agreement, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Funds Availability Date until to the Termination Final Maturity Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c8.07(d), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “'s "Commitment”"); provided that the Lenders (i) only one Borrowing of Project Advances shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect permitted with respect to such Borrowing the sum each of the then-outstanding Dahlberg Project and any Subsequent Project which, as of the datx xx xxxuisition thereof by a Borrower Group Member, is a Completed Project; (ii) Project Advances for any Project shall be made in an aggregate amount not to exceed the Project Limit for such Project (as reduced, in accordance with Section 2.15, to reflect the aggregate amount of all Borrowings outstanding CP Commitment Reservations, if any, relating to such Project); (iii) CP Advances for any Project shall be made in an aggregate amount not to exceed the aggregate of all CP Commitment Reservations for such Project; (iv) Working Capital Advances shall be made in an aggregate amount not to exceed the lesser of (A) the Borrowing Limit for Working Capital Advances; and (B) the aggregate of all Unused Commitments minus all CP Commitment Reservations; and (v) the aggregate principal amount of the Commitments then in effectall outstanding Advances and CP Commitment Reservations shall not exceed $850,000,000. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or and an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that for any Borrowing may be in an amount equal to of the remaining unused amount Unused portion of the Commitments or available for the Equivalent thereof in a Committed Currencymaking of Advances within the applicable Borrowing Limit. Each Borrowing shall consist of Advances of the same Type and Category made on the same day by the Lenders ratably according to their respective Commitments. Within The Borrower may make more than one Borrowing on the limits same day; provided that (x) such Borrowings are of different Categories; and (y) no more than two Borrowings of each Category may be made during any one calendar month. Within each Lender’s 's Commitment, the applicable Borrowing Limit and the Availability Period, and subject to the conditions set forth in Article III, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01.

The Advances. (a) (i) The Revolving Credit A Advances. Each Lender (other than a Lender that is solely a PI Lender) severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each a "Revolving Credit A Advance") to the each Borrower (other than PI) from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount for each such Revolving Credit A Advance (based determined in respect the case of any Advances Revolving Credit A Advance denominated in a Committed Primary Currency on by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Borrowingsuch Business Day) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or's Unused Revolving Credit A Commitment at such time; provided, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementhowever, the Dollar amount set forth for such Lender in such Assumption Agreement orthat, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing Revolving Credit Borrowing, (A) the sum of (x) the aggregate principal amount of all Revolving Credit A Advances, Revolving Credit B Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the Revolving Credit Facility on such Business Day, (B) in the case of PHK, the sum of the then-aggregate outstanding aggregate principal amount of all Revolving Credit A Advances to PHK (determined in the case of any such Borrowings shall exceed in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) and the aggregate amount Available Amount of all Letters of Credit issued for the account of PHK shall not exceed $110,000,000, and (C) in the case of PBV, the sum of the Commitments then aggregate outstanding principal of Revolving Credit A Advances to PBV (determined in effectthe case of any such Borrowings in a Primary Currency by reference to the Equivalent thereof in US Dollars on such Business Day) and the aggregate Available Amount of all Letters of Credit issued for the account of PBV shall not exceed $25,000,000. Each Revolving Credit A Borrowing hereunder shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 1,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, 100,000 in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit A Borrowing is denominated) (other than a Committed Currency. Each Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit A Advances of the same Type made on and in the same day currency made simultaneously by the such Lenders ratably according to their respective Revolving Credit A Commitments. Within the limits of each such Lender’s 's respective Revolving Credit A Commitment, the Borrower from time to time Borrowers (other than PI) may borrow under this Section 2.012.01(a)(i), prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.012.01(a)(i).

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each, a “Revolving Advance” and collectively, the “Revolving Advances”) to the each Borrower from time to time on any Business Day time, during the period from and including the Effective Date until date hereof, to and up to, but excluding, the Termination Date Date, in an aggregate outstanding amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 orAvailable Commitment, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders no Borrowing of Revolving Advances shall not be obligated tomade if, and shall not, make any Advances as part of a Borrowing if immediately after giving effect thereto (and to any concurrent repayment of Swingline Advances with proceeds of Revolving Advances made pursuant to such Borrowing Borrowing), (i) the sum Outstanding Credits would exceed the Aggregate Commitments as reduced by an amount equal to the difference of (A) the then-outstanding aggregate Commitment of any Defaulting Lender minus (B) the principal amount of all Borrowings shall such Defaulting Lenders’ outstanding funded Outstanding Credits or (ii) the Outstanding Credits extended to any Borrower would exceed the aggregate amount of the Commitments then in effectsuch Borrower’s Sublimit. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, the Aggregate Available Commitment) or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective CommitmentsPercentages. Within the limits of each Lender’s CommitmentCommitment and as hereinabove and hereinafter provided, the each Borrower from time to time may borrow under this Section 2.01request Borrowings hereunder, and repay or prepay Revolving Advances pursuant to Section 2.10 2.12 and reborrow under this Section 2.01utilize the resulting increase in the Aggregate Available Commitment (subject to its Sublimit) for further Extensions of Credit in accordance with the terms hereof.

The Advances. (a) The Revolving Credit A Advances. ------------ ------------------------------- Each Lender of the Revolving Credit A Lenders severally agrees, on the terms and conditions hereinafter set forth, to make Advances (i) advances (each, an "ACQUISITIONS ADVANCE") in U.S. dollars to Fox Kids, Saban and/or FCN Holding on any Business Day during the period from the date of this Agreement until the Phase II Closing Date and (ii) advances (together with the Acquisitions Advances, the "REVOLVING CREDIT A ADVANCES") in U.S. dollars to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Phase II Closing Date until the Termination Date Date, in each case in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed the Unused Revolving Credit A Commitment of such Revolving Credit A Lender at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum time. Each of the then-outstanding aggregate amount of all Revolving Credit A Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereofthereof (or, except that any Borrowing may be in an amount equal to if less, the remaining unused amount of the aggregate Unused Revolving Credit A Commitments at such time); provided that each of the Revolving Credit A Borrowings made by an Appropriate Borrower on the Phase I Closing Date may be made in the aggregate amount required by such Appropriate Borrower on such date to finance the Acquisitions, to repay certain Indebtedness of Saban outstanding on such date or to pay fees and expenses incurred in connection with the consummation of the Acquisitions, the Reorganization or the Equivalent thereof in a Committed CurrencyFacilities (adjusted to the next highest dollar). Each Borrowing of the Revolving Credit A Borrowings shall consist of Revolving Credit A Advances made simultaneously by the Revolving Credit A Lenders in accordance with their respective Pro Rata Shares of the same Type made on the same day by the Lenders ratably according to their respective CommitmentsRevolving Credit A Facility. Within the limits of the Unused Revolving Credit A Commitments of each Lender’s Commitment, of the Borrower Revolving Credit A Lenders in effect from time to time and subject to the next succeeding sentence, each of the Borrowers (other than Merger Corporation) may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.05(a) and reborrow under this Section 2.012.01(a). Notwithstanding any of the other provisions of this Agreement, Fox Kids may only borrow under this Section 2.01(a) on the Phase I Closing Date and, then, only to the extent necessary to finance the Acquisitions and to pay fees and expenses incurred in connection with the consummation of the Acquisition and the Facilities.

The Advances. (a) Each Tranche A Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances one advance (the "TRANCHE A ADVANCE") to the Borrower from time to time Borrower, on any the Borrowing Date, which must occur on a Business Day during the period from the Effective Date date hereof until the Termination Date Date, in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Tranche A Lender’s 's name on Schedule 2.01 I attached hereto under the heading "Tranche A Commitment" or, if such Tranche A Lender has become a Lender hereunder pursuant to an Assumption Agreemententered into any Assignment and Acceptance, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Tranche A Lender in the Register (under the heading "Tranche A Commitment") maintained by the Designated Administrative Agent pursuant to Section 8.07(c9.07(d), as such amount may be reduced decreased pursuant to Section 2.04 (such Tranche A Lender’s “Commitment”'s "TRANCHE A COMMITMENT"); provided , PROVIDED, HOWEVER, that (i) each Tranche A Lender shall make no more than one Tranche A Advance and (ii) the Lenders Tranche A Advances and the Tranche B Advances shall not be obligated to, and shall not, make any Advances as part of a made on the same Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effectDate. Each The Tranche A Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, U.S.$5,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, U.S.$1,000,000 in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Tranche A Advances of the same Type made on the same day simultaneously by the Tranche A Lenders ratably according to their respective Tranche A Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow Amounts borrowed under this Section 2.01, prepay pursuant to Section 2.10 2.01(a) and reborrow under this Section 2.01repaid or prepaid may not be reborrowed.

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until date hereof to and including the day prior to the Termination Date Date, in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) outstanding not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I hereto or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 2.04(a) (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part each Issuing Bank agrees to issue Letters of a Borrowing if after giving effect to such Borrowing Credit for the sum account of the then-outstanding Borrower from time to time on any Business Day during the period from the date hereof until the tenth Business Day prior to the Termination Date in an aggregate amount of all Borrowings shall not to exceed the aggregate amount of the Commitments then in effectsuch Issuing Bank’s LC Commitment. Each Borrowing shall be in an aggregate amount of not less than $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within Until the day prior to the Termination Date, within the limits of each Lender’s Commitment, the Borrower may from time to time may borrow under this borrow, repay pursuant to Section 2.01, 2.05 or prepay pursuant to Section 2.10 2.10(b) and reborrow under this Section 2.01. In no event shall the Borrower be entitled to request or receive any Extension of Credit that would cause the aggregate Outstanding Credits to exceed the Commitments.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances revolving credit advances to the Borrower Company from time to time on any Business Day during the period from the Effective Date until date hereof to and including the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite of such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “'s Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings the Advances (other than Advances of Objecting Lenders) outstanding shall not at any time exceed the aggregate amount of the Commitments then Commitments. It is acknowledged and agreed that the aggregate amount of Advances made by any Lender pursuant to the preceding sentence plus the aggregate amount of Money Market Advances made by such Lender may exceed such Lender's Commitment, subject to the proviso clause in effectthe preceding sentence. Each Borrowing pursuant to this Section 2.1 shall be in an aggregate amount of $5,000,0005,000,000 in the case of a Borrowing comprised of Base Rate Advances and $20,000,000 in the case of a Borrowing comprised of Eurodollar Rate Advances, £5,000,000or, €5,000,000 or ¥500,000,000in each case, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicablein excess thereof (or, in excess thereofthe case of a Borrowing of Base Rate Advances, except that any Borrowing may be in an amount equal to the remaining aggregate unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing Commitments, if less) and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment, the Borrower from time Company may make more than one Borrowing on any Business Day and may borrow, repay pursuant to time may borrow under this Section 2.01, 2.10 or prepay pursuant to Section 2.10 2.15, and reborrow under this Section 2.012.1 or under Section 2.4.

The Advances. (a) The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each a "Revolving Credit Advance") to the each Borrower from time to time on any Business Day during the period from the 25 20 Effective Date until the Termination Date in an aggregate amount for each such Revolving Credit Advance (based determined in respect the case of any Advances Revolving Credit Advance denominated in a Committed Primary Currency on by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Borrowingsuch Business Day) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or's Unused Revolving Credit Commitment at such time; provided, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementhowever, the Dollar amount set forth for such Lender in such Assumption Agreement orthat, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing Revolving Credit Borrowing, the sum of (x) the then-outstanding aggregate principal amount of all Borrowings Revolving Credit Advances, Swing Line Advances, Letter of Credit Advances and Competitive Bid Advances made hereunder and outstanding on such Business Day plus (y) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day shall not exceed the aggregate amount of the Commitments then in effectRevolving Credit Facility on such Business Day. Each Revolving Credit Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in the Primary Currency in which such Revolving Credit Borrowing is denominated) (other than a Committed Currency. Each Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the same Type made on and in the same day currency made simultaneously by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that after giving effect to any Revolving Credit Borrowing denominated in a Primary Currency, the Foreign Loan Amount on such date shall not exceed $100,000,000. Any "Revolving Credit Advances" outstanding on the Effective Date under the Existing Credit Agreement shall be Revolving Credit Advances for all purposes hereunder and under the other Loan Documents. Within the limits of each Lender’s 's Commitment, the Borrower from time to time Borrowers may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower in Dollars or an Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date Commitment Period in an aggregate amount (based that, when added to such Lender’s L/C Obligations then outstanding, will not result in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed such Lender’s Revolving Credit Exposure exceeding at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement hereto or, if such Lender has entered into an any Assignment and AcceptanceAcceptance or is an Additional Lender, the Dollar amount as set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced or increased pursuant to Section 2.04 or 2.05 (such Lender’s “Commitment”); provided that that, with respect to Borrowings made in an Alternate Currency, (i) all such Borrowings shall consist of Eurocurrency Rate Advances and (ii) the Lenders shall aggregate principal amount of any such Borrowings will not be obligated to, and shall not, make any Advances as part of a Borrowing if result immediately after giving effect to such Borrowing in the sum of Alternate Currency Exposure exceeding the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effectAlternate Currency Sublimit. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 (or ¥100,000,000, as applicable, comparable amounts determined by the Agent in the case of a Borrowing in an Alternate Currency) in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitmentthis Section 2.01, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in either Permitted Currency to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Closing Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement 1 hereto or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or Section 2.08(c) hereof (such Lender’s “Commitment”'s "COMMITMENT"); provided PROVIDED, HOWEVER, that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of Advances made under this Section 2.01 shall not exceed $25 million (or the Commitments then Euro Equivalent thereof) until the conditions precedent specified in effectSection 3.02 hereof shall have been satisfied; PROVIDED, FURTHER, that so long as the High Yield Notes remain outstanding and except for Advances made for the purpose of Network Financing Borrowings, the aggregate amount of Advances made under this Section 2.01 shall not exceed $100 million (or the Euro Equivalent thereof) plus 80% of the Consolidated book value of the accounts receivable of the Parent and its Restricted Subsidiaries determined in accordance with GAAP; PROVIDED, FURTHER, that no Borrowing may be made during the Restricted Period unless each of the Initial Lenders in its sole discretion consents. Each Borrowing shall be in an aggregate amount of (i) $5,000,0005 million (or in the case of Borrowings denominated in Euros, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, Euro 5 million) or an integral multiple of $1,000,000500,000 (or in the case of Borrowings denominated in Euros, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, Euro 500,000) in excess thereof, except that any Borrowing may be in an amount equal to thereof or (ii) the remaining unused entire amount of the undrawn Commitments or of the Equivalent thereof in a Committed Currency. Each Borrowing Lenders, and shall consist of Advances of the same Type made on the same day in the same Permitted Currency by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow Amounts borrowed under this Section 2.01, prepay pursuant to Section 2.10 2.01 and reborrow under this Section 2.01repaid or prepaid may not be reborrowed.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based based, in respect of any Advances denominated in a Committed Currency Currency, on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Revolving Credit Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, Acceptance the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Commitment”'s "REVOLVING CREDIT COMMITMENT"); provided that provided, that, the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-then outstanding aggregate amount of all Borrowings Borrowings, shall exceed the aggregate amount of the Revolving Credit Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in a any Committed CurrencyCurrency determined on the date of delivery of the applicable Notice of Borrowing). Each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s 's Revolving Credit Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, Acceptance the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”'s "COMMITMENT"); provided that , provided, that, the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-then outstanding aggregate amount of all Borrowings Borrowings, and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments thereof (or the Equivalent thereof in any Committed Currency determined on the date of delivery of the applicable Notice of Borrowing); provided, that, in the case of any Borrowing made for the purpose of reimbursing a Committed Currencydrawing under any Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than $20,000,000, such Borrowing shall consist solely of Base Rate Advances. Each Except as set forth in clause (B) of the preceding sentence, each Borrowing shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances (each, a “Revolving Advance” and collectively, the “Revolving Advances”) to the each Borrower from time to time on any Business Day time, during the period from and including the Effective Date until date hereof, to and up to, but excluding, the Termination Date Date, in an aggregate outstanding amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 orAvailable Commitment, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated 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 Lenders no Borrowing of Revolving Advances shall not be obligated tomade if, and shall not, make any Advances as part of a Borrowing if immediately after giving effect thereto (and to any concurrent repayment of Swingline Advances with proceeds of Revolving Advances made pursuant to such Borrowing Borrowing), (i) the sum Outstanding Credits would exceed the Aggregate Commitments as reduced by an amount equal to the difference of (A) the then-outstanding aggregate Commitment of any Defaulting Lender minus (B) the principal amount of all Borrowings shall such Defaulting Lenders’ outstanding funded Outstanding Credits or (ii) the Outstanding Credits extended to any Borrower would exceed the aggregate amount of the Commitments then in effectsuch Xxxxxxxx’s Sublimit. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, the Aggregate Available Commitment) or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective CommitmentsPercentages. Within the limits of each Lender’s CommitmentCommitment and as hereinabove and hereinafter provided, the each Borrower from time to time may borrow under this Section 2.01request Borrowings hereunder, and repay or prepay Revolving Advances pursuant to Section 2.10 2.12 and reborrow under this Section 2.01utilize the resulting increase in the Aggregate Available Commitment (subject to its Sublimit) for further Extensions of Credit in accordance with the terms hereof.