Common use of The Revolving Loans Clause in Contracts

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency Borrowers from time to time on any Business Day during the period from Revolving Period in amounts such that (i) the Effective Date until the Termination Date Outstanding Amount of such Lender in an aggregate amount as to all Borrowers not to shall at no time exceed at any time outstanding the amount of such Lender’s Commitmentits Commitment and (ii) the Total Outstandings shall at no time exceed the Maximum Facility Availability. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans hereunder during the Revolving Period and subject to the terms, conditions and limitations set forth herein. (b) Anything Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made ratably by the Lenders in this Agreement accordance with their respective Commitments; provided, however, that the failure of any Lender to the contrary notwithstanding, the Total Outstandings make any Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (1) on it being understood, however, that no Lender shall be responsible for the date failure of any extension other Lender to make any Revolving Loan to be made by such other Lender). Revolving Loans shall be in an aggregate principal amount which is an integral multiple of credit under this Agreement nor on $1,000,000 and not less than the last day lesser of an Interest Period for any outstanding Borrowing exceed $10,000,000 and the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% remaining available balance of the Total Commitments. (c) Each Borrowing of Revolving Loans shall be comprised entirely of Eurodollar Rate Loans or Base Rate Loans, as the Borrowers may request pursuant to Section 2.02. Each Lender may at its option make any Eurodollar Rate Loan by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided, however, that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement; provided, further, that if the designation of any such foreign branch or Affiliate shall result in any costs, reductions or Taxes which would not otherwise have been applicable and for which such Lender would, but for this proviso, be entitled to request compensation under Section 3.01, 3.02 or 3.05, such Lender shall not be entitled to request such compensation unless it shall in good faith have determined such designation to be necessary or advisable to avoid any material disadvantage to it. Borrowings of more than one Type may be outstanding at the same time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (d) Subject to Sections 2.02(b) and 2.01(e), each Lender shall make its Revolving Loans on the proposed date or dates thereof, by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 12:30 p.m., New York City time. The Administrative Agent shall credit on such date the amounts so received to the general deposit account of the Borrowers’ Agent with the Administrative Agent or to another account specified by the Borrowers’ Agent and acceptable to the Administrative Agent by 3:00 p.m., New York City time; provided that Base Rate Loans made to finance the reimbursement of an L/C Disbursement shall be remitted by the Administrative Agent to the Fronting Bank; provided, further, that if a Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currencyoccur on such date because any condition precedent herein specified shall not have been met, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal Administrative Agent shall return all amounts so received to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid respective Lenders. Revolving Loans offered to shall be made by the Lenders and accepted by the Company ratably in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date accordance with their Commitments as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating provided in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments2.13. (e) Within The Borrowers shall not be entitled to request any Borrowing if the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01Interest Period requested with respect thereto would not comply with the limitations specified in the definition of Interest Period.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower denominated in Dollars (each, a “Dollar Revolving Loan”) or Euros (in each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the case of any Eurocurrency Rate Loan only“Revolving Loans”) in any Alternate Currency to either Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple the Dollar Equivalent of $1,000,000 1 million and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate CurrencyEuros, the Foreign Currency Dollar Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth aboveabove and subject to Section 2.13, each Borrower may from time to time borrow, repay pursuant to Section 2.07 2.05 or prepay pursuant to Section 2.10 2.08 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement.

The Revolving Loans. (a) Each Lender severally agrees, on ------------------- the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until date hereof to and including the Commitment Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s 's Commitment. (b) Anything in this Agreement ; provided that the aggregate amount of the Commitments of the Lenders shall be -------- deemed used from time to time to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% extent of the Total Commitments. aggregate amount of Competitive Bid Loans then Credit Agreement ---------------- outstanding, and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments as in effect from time to time (c) such deemed use of the aggregate amount of the Commitments with respect to Competitive Bid Loans being a "Competitive Bid Loan Reduction"). Each Revolving Loan Borrowing shall be in an ------------------------------- aggregate amount of not less than $5,000,000 10,000,000 or a whole an integral multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company Borrower and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company Borrower in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such BorrowingCommitments, as applicable). (d) Each Revolving Loan Borrowing and shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) . Within the limits set forth aboveof each Lender's Commitment, each the Borrower may from time to time borrow, repay pursuant to Section 2.07 2.05 or prepay pursuant to Section 2.10 2.08 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower denominated in Dollars (each, a “Dollar Revolving Loan”) or Euros (in each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the case of any Eurocurrency Rate Loan only“Revolving Loans”) in any Alternate Currency to either Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such LenderXxxxxx’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple the Dollar Equivalent of $1,000,000 1 million and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth aboveabove and subject to Section 2.13, each Borrower may from time to time borrow, repay pursuant to Section 2.07 2.05 or prepay pursuant to Section 2.10 2.08 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Borrower by causing any branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Xxxxxx’s Affiliates have actually performed such Xxxxxx’s obligations. Notwithstanding the foregoing, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s 's Commitment.; provided that the -------- aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of (i) the aggregate amount of Competitive Bid Loans then outstanding and (ii) the aggregate amount of Swing Loans then outstanding, and such deemed uses of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments as in effect from time to time (such deemed uses of the aggregate amount of the Commitments with respect to (a) Competitive Bid Loans being a "Competitive Bid Loan Reduction" and (b) Swing Loans being a ------------------------------ "Swing Loan Reduction"). -------------------- (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof 10,000,000 or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Credit Agreement Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall and (subject to Section 2.09(d2.08(d)) shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (ec) Within the limits set forth aboveof each Lender's Commitment, each Borrower may from time to time borrow, repay pursuant to Section 2.07 2.06 or prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01. (d) For purposes of determining (i) whether the amount of any Borrowing, together with all other Loans then outstanding, would exceed the aggregate amount of the Commitments, and (ii) whether the aggregate outstanding principal amount of the Loans is such as to require prepayment under Section 2.06(d), the outstanding principal amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent of the Alternate Currency amount of such Loan.

The Revolving Loans. (a) Each Lender severally agrees, on Upon the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Revolving Loans to one or more of the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency Eligible Borrowers from time to time on any one or more Business Day Days during the period from the Effective Date until the Termination Date of such Lender Availability Period in an aggregate principal amount as to all Borrowers that will not to exceed at any time outstanding result in the amount US Dollar Equivalent of (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment, (ii) the Total Credit Exposure exceeding the Total Commitment, or (iii) the aggregate principal amount of all outstanding Revolving Loans and Letters of Credit denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Within such limits and during such period and subject to the terms and conditions of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans hereunder. (b) Anything Except as set forth in this Agreement subsection (b), all Revolving Loans shall be advanced to the contrary notwithstandingBorrower in US Dollars. Subject to this Section 2.1 and Section 2.2, Revolving Loans may, if made in accordance with Sections 2.4 and 3.1, respectively, be requested in, converted into or continued in, one or more of the Alternative Currencies. Subject to the provisions of this Agreement, including Section 2.4, the Total Outstandings Alternative Currency Lenders of each Class shall not (1) on the date make Alternative Currency Loans of any extension that Class to Eligible Borrowers of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments that Class, notwithstanding that in doing so, such Lenders may be owed amounts by one or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine more Borrowers in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitmentspercentages different from such Lenders’ respective Pro Rata Percentages. (c) Each Revolving Loan If a Borrowing is made in an Alternative Currency, then outstanding Borrowings in US Dollars shall be reallocated and subsequent Borrowings requested in an aggregate amount of US Dollars shall be advanced first by Lenders that do not less than $5,000,000 or a whole multiple of $1,000,000 have Commitments in excess thereof orsuch Alternative Currency, in the each case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between so that the aggregate amount of Revolving Loans owing to each of the Lenders under all Borrowings is equal to its Pro Rata Percentage of the Total Commitment. If a proposed Competitive Bid Loan Borrowing is made in US Dollars, then outstanding Borrowings denominated in any Alternative Currency shall be reallocated and subsequent Borrowings requested in that Alternative Currency shall be advanced first by the Company and Lenders of such Loans, in each so that the aggregate amount of Competitive Bid Revolving Loans offered owing to be made by each of the Lenders and accepted by under all Borrowings is equal to its Pro Rata Percentage of the Company Total Commitment. Except for (i) Borrowings advanced in respect Alternative Currencies, (ii) the repayment of such Competitive Bid Loan Borrowings (which shall be pro rata for the benefit of the Lenders advancing same), (iii) subsequent Borrowings in US Dollars or Alternative Currencies provided in this paragraph to bring each Lender back into compliance with such Lender’s Pro Rata Percentage of the Total Commitment, or (iv) as otherwise provided herein, each Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments each payment or prepayment of principal of the Revolving Lenders participating in Loans, each payment of interest on such BorrowingLoans, each other reduction of the principal of or interest outstanding on such Loans, however achieved, each payment of the commitment fees and each reduction of the Commitments shall be made, as applicable), in accordance with each Lender’s respective Pro Rata Percentage of the Total Commitment. Each Applicable Borrower shall be obligated to pay any breakage fees or costs pursuant to Section 3.5 in connection with any such relocation of outstanding Revolving Loans. (d) Each By written request (which request shall be delivered to the Applicable Agent in accordance with Section 2.3 or 2.4, as the case may be), the Borrower may request that any Revolving Loan Borrowing to it be made in Canadian Dollars, Sterling or Euro. Any Loan to the Canadian Borrower shall (subject be made only in Canadian Dollars. Any Loan to Section 2.09(d)) consist the UK Borrower shall be made only in Sterling or Euro. All Loans shall be repaid in the currency in which such Loan was made, and all interest payments thereon shall be made in the currency in which such Loan was made. The amount of Revolving Loans an Alternative Currency Loan shall at all times be deemed to equal the US Dollar Equivalent thereof determined as of the same Type in most recent Spot Currency Determination Date using the same Currency made on the same day by the Lenders ratably according to their respective CommitmentsSpot Exchange Rate. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment; provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of (i) the aggregate amount of Competitive Bid Loans then outstanding and (ii) the aggregate amount of Swing Loans then outstanding, and such deemed uses of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments as in effect from time to time (such deemed uses of the aggregate amount of the Commitments with respect to (a) CREDIT AGREEMENT Competitive Bid Loans being a “Competitive Bid Loan Reduction” and (b) Swing Loans being a “Swing Loan Reduction”). (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof 10,000,000 or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall and (subject to Section 2.09(d2.08(d)) shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (ec) Within the limits set forth aboveof each Lender’s Commitment, each Borrower may from time to time borrow, repay pursuant to Section 2.07 2.06 or prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01. (d) For purposes of determining (i) whether the amount of any Borrowing, together with all other Loans then outstanding, would exceed the aggregate amount of the Commitments, and (ii) whether the aggregate outstanding principal amount of the Loans is such as to require prepayment under Section 2.06(e), the outstanding principal amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent of the Alternate Currency amount of such Loan.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans (i) denominated in Dollars to the Company U.S. Borrower (each, a “Dollar Revolving Loan”) and (ii) denominated in Euros to the Euro Borrowers (each a “Euro Revolving Loan”, and collectively with any Designated Borrower in Dollars or (in Dollar Revolving Loans, the case of any Eurocurrency Rate Loan only“Revolving Loans”) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple the Dollar Equivalent of $1,000,000 and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate CurrencyEuros, the Foreign Currency Dollar Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company U.S. Borrower and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company U.S. Borrower in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Available Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Available Commitments.. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement, and in reliance upon the representations and warranties of the Borrowers set forthforth herein and in the other Loan Documents, each Lender hereby severally agrees to lend to the Company or to the German Borrower, as the case may be, at any time and from time to time, during the period from and including the Closing Date to but excluding the date that is one day before the Final Maturity Date, its Pro Rata Share of the Total Revolving Loan Commitment, by making loans to the Company or to the German Borrower, as the case may be (each, a "Loan" or "Revolving Loan"), to be used for the purposes identified in Section 2.12. Each Lender's commitment to make Revolving Loans to the Company Borrowers pursuant to this Section 2.1 is herein called its "Revolving Loan Commitment" and any Designated Borrower in Dollars or (such commitments of all Lenders in the case aggregate are herein called the "Total Revolving Loan Commitment." The initial amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the initial amount of the Total Revolving Loan Commitment is $375,000,000. The amount of the Total Revolving Loan Commitment shall be reduced by the amount of all reductions thereof made pursuant to Section 3.1 through the date of determination. At any Eurocurrency Rate time the Total Revolving Loan only) in any Alternate Currency from time Commitment is reduced pursuant to time on any Business Day during the period from the Effective Date until the Termination Date terms of this Agreement, each Lender's Revolving Loan Commitment shall be reduced by an amount equal to its Pro Rata Share of such reduction. Each Lender's Revolving Loan Commitment shall expire on the Final Maturity Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans shall be paid in full no later than that date. No Revolving Loans may be borrowed by the Company or the German Borrower, as the case may be, if the sum of (i) the aggregate principal amount of Revolving Loans then outstanding, after giving effect to the making of all Revolving Loans then requested by all outstanding but unfunded Notices of Borrowing, plus (ii) the then outstanding Letters of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding Requests for Issuance, would exceed the Total Revolving Loan Commitment then in effect. In no event shall the sum of (i) the aggregate principal amount of the Revolving Loans from any Lender in an aggregate amount as to all Borrowers not to exceed outstanding at any time outstanding the amount of plus (ii) such Lender’s Commitment's Pro Rata Share of the then outstanding Letters of Credit Usage exceed such Lender's Revolving Loan Commitment then in effect. Subject to Sections 2.10 and 11.16, all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make Revolving Loans hereunder nor shall the Revolving Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make Revolving Loans hereunder. (b) Anything Each Revolving Loan (i) shall, in this Agreement the case of Revolving Loans made to the contrary notwithstandingCompany, be made and maintained in Dollars (each a "Dollar Revolving Loan" and, collectively, the Total Outstandings "Dollar Revolving Loans"), which Dollar Revolving Loans shall, at the option of the Company, be either Base Rate Loans, Fixed CD Rate Loans or Eurodollar Loans, provided that all Dollar Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, (ii) shall, in the case of Revolving Loans made to the German Borrower, be made and maintained in Deutsche Marks (each a "Deutsche Mark Revolving Loan" and, collectively, the "Deutsche Mark Xxxolving Loans"), (iii) may be repaid and reborrowed xx accordance with the provisions hereof, and (iv) shall not (1) on exceed for any Lender at the date time of the making of any extension such Revolving Loans, that aggregate principal amount (or the Dollar Equivalent of credit under this Agreement nor on each outstanding Deutsche Mark Revolving Loan) which, when added to the last day sum of an Interest Period for any (I) txx xggregate principal amount of all other Dollar Revolving Loans then outstanding Borrowing exceed from such Lender (or the Total Commitments or Dollar Equivalent of each Deutsche Mark Revolving Loan then outstanding) and (2II) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion product xx (but not more frequently than once a week), exceed 103% A) such Lender's Pro Rata Share of the Total CommitmentsRevolving Loan Commitment and (B) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective Dollar Revolving Loans) at such time, equals the Revolving Loan Commitment of such Lender at such time; provided, however, that no Deutsche Mark Revolving Loan shall be made if the Dollar Equivalent xxxreof, when added to the Dollar Equivalent of all other outstanding Deutsche Mark Revolving Loans, would exceed $125,000,000 (the "Altexxxxe Currency Sublimit"). (c) Each Revolving Loan Borrowing Deutsche Mark Loans shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by only to the Company in respect of such Competitive Bid Loan BorrowingGerman Xxxrower and, if such Competitive Bid Loan Borrowing is made on further, the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each German Borrower may from time to time borrow, repay only incur Deutsche Mark Loans pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.012.1.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender with a Revolving Credit Commitment severally agrees to make Revolving Loans to the Company make, at any time and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on or after the Closing Date and prior to the Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii), shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Business Day during Lender in any instance where the period from incurrence thereof (after giving effect to the Effective Date until use of the Termination Date proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Revolving Credit Exposure of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of its Revolving Credit Commitment at such Lender’s Commitmenttime and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the aggregate Revolving Credit Exposure to exceed the Line Cap at such time. (b) Anything In the event that (i) the Borrower is unable to comply with the Borrowing Base limitations set forth in this Agreement Section 2.01(a) or (ii) the Borrower is unable to satisfy the conditions precedent to the contrary notwithstandingmaking of Revolving Loans set forth in Article IV, in either case, the Total Outstandings shall not Lenders, (1I) on when added to the date aggregate outstanding amount of any extension all other Agent Advances made to the Borrower at such time, would exceed 10.00% of credit under this Agreement nor on the last day Borrowing Base at such time or (II) when added to the total Revolving Credit Exposure as then in effect (immediately prior to the incurrence of an Interest Period for any outstanding Borrowing such Agent Advance), would exceed the Total Aggregate Revolving Credit Commitments or (2) on the last Business Day of any month, or any other Business Day as at such time. Agent Advances may be made by the Administrative Agent may determine in its reasonable sole discretion (but not more frequently than once a weekand the Borrower shall have no right whatsoever to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 2.04(b), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing On any Business Day (but in any event no less frequently than once per week), the Administrative Agent may, in its sole discretion give notice to the Lenders that the Administrative Agent’s outstanding Agent Advances shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 8.01(f) or upon the exercise of any of the remedies provided in an aggregate Section 8.02), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all applicable Lenders pro rata based on each such Lender’s Pro Rata Share (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 8.02) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Administrative Agent for such outstanding Agent Advances. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (i) the amount of the Mandatory Borrowing may not less than $5,000,000 comply with the minimum Borrowing amounts otherwise required hereunder, (ii) whether any conditions specified in Section 4.02 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the amount of any Borrowing Base at such time, and (vi) whether such Lender’s Revolving Credit Commitment has been terminated at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, as a whole multiple result of $1,000,000 in excess thereof orthe commencement of a proceeding under any Debtor Relief Law with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Administrative Agent such participations in the case outstanding Agent Advances as shall be necessary to cause the applicable Lenders to share in such Agent Advances ratably based upon their respective Revolving Credit Commitments (determined before giving effect to any termination of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal Revolving Credit Commitments pursuant to the lesser of Section 8.02); provided that (x) all interest payable on the difference between Agent Advances shall be for the aggregate amount account of a proposed Competitive Bid Loan Borrowing requested by the Company and Administrative Agent until the aggregate amount date as of Competitive Bid Loans offered which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after the time any purchase of participations is actually made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) at the then remaining Unused Commitments time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Administrative Agent interest on the Dollar Amount of the Revolving Lenders participating in participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such Borrowingparticipation, as applicable). (d) Each Revolving Loan Borrowing shall (subject at the Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same maintained as Base Rate Loans hereunder for each day by the Lenders ratably according to their respective Commitmentsthereafter. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each From and including the Closing Date and prior to the Commitment Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans in Dollars to the Company Borrowers (who shall borrow on a joint and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan onlyseveral basis) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers amount, together with such Lender's L/C Interest, not to exceed at any one time outstanding the amount of such Lender’s 's Commitment. ; PROVIDED, HOWEVER, that the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (bbut not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate principal amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans outstanding on any date of determination shall not exceed by more than $20,000,000 the same Type highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the same Currency made on amounts and at the same day by times as may be necessary to comply with the Lenders ratably according to their respective Commitmentsimmediately preceding sentence. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) The Revolving Commitment. Each Lender agrees, severally agreesand ------------------------ not jointly, on the terms and conditions hereinafter set forth, to make loans ("Revolving Loans Loans") to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency Borrowers from time to time on any Business Day during the period from --------------- the Effective date hereof to and including the Maturity Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of set opposite such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) Lenders name on the date of any extension of credit signature pages hereof, as such amount may be reduced pursuant to Sections 2.1(c). Each borrowing under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or Section 2.1(a) (2a "Borrowing") on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate a minimum amount of not less than $5,000,000 500,000 or --------- in an integral multiple of $100,000 in excess hereof; provided that a whole Eurodollar Rate Loan shall be in a minimum amount of $1,000,000 or in an integral multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) hereof. Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency be made on the same day by the Lenders ratably according to their respective Commitments. (e) . Within the limits set forth aboveof the Revolving Commitment and prior to the Maturity Date, each Borrower the Borrowers may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 2.2(b) and reborrow under this Section; provided that at no time shall the sum of (i) the aggregate principal amount of outstanding Revolving Loans plus (ii) the Letter of Credit Usage exceed the ---- Available Revolving Commitment at such time. (b) Making the Revolving Loans. -------------------------- (i) The Borrowers may borrow under the Revolving Commitment on any Business Day if the Borrowing is to consist of a Base Rate Loan and on any Eurodollar Business Day if the Borrowing is to consist of a Eurodollar Rate Loan. Whenever the Borrowers desire that the Lenders make Revolving Loans hereunder they shall deliver an irrevocable Notice of Borrowing to the Agent no later than 12:30 P.M., New York time, (i) three (3) Eurodollar Business Days prior to the requested Borrowing date in the case of a Eurodollar Rate Loan and (ii) on or before the requested Borrowing date in the case of a Base Rate Loan, specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether the Borrowing is to consist of a Eurodollar Rate Loan or a Base Rate Loan, (D) if the Loan is to be a Eurodollar Rate Loan, the length of the Interest Period therefor, (E) the Borrower or Borrowers that are to receive the proceeds of such Borrowing and (F) the amount of proceeds to be received by each such Borrower. Promptly following receipt of such notice, the Agent shall notify each Lender of the date of the Loan, whether the Loan will be a Base Rate Loan or a Eurodollar Rate Loan, the amount of that Lender's pro rata share of the Loan and, if the Loan is a Eurodollar Rate Loan of the applicable Interest Period. Not later than 2:00 P.M., New York time, on the date specified for any Loan, each Lender shall deposit immediately available funds in the amount of its pro rata share of the Loan to the account of the Agent set forth on the signature pages hereof. Upon satisfaction of the applicable conditions set forth in Article IV, the Agent will make available the proceeds of all such Loans to the applicable Borrower or Borrowers by crediting the account of such Borrower or Borrowers on the books of the Agent, or as otherwise directed by such Borrower or Borrowers. (ii) The Notice of Borrowing may be given by telex or facsimile transmission or telephonically; provided, however, that the Borrowers shall promptly deliver to the Agent an original written Notice of Borrowing initially given telephonically. Any conflict regarding a notice or between an oral notice and a written notice applicable to the same Borrowing shall be conclusively determined by the Agent's books and records. The Agent shall not incur any liability to the Borrowers in acting upon any notice of Borrowing which the Agent believes reasonably and in good faith to have been given by a Person duly authorized to borrow on behalf of any of the Borrowers. (iii) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (1) of this Section 2.012.1(b) and the Agent may, in reliance upon such assumption, make available to the applicable Borrower or Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the applicable Borrower or Borrowers severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower or Borrowers until the date such amount is repaid to the Agent, at (i) in the case of a Borrower, the interest rate applicable at the time to such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's pro rata share of such Borrowing for purposes of this Agreement. The failure of any Lender to make available its pro rata share of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder, to make available its pro rata share of such Borrowing on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available its pro rata share of any Borrowing on the date of any Borrowing.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable).. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each If a Pre-Closing Funding Election has not been made, the Lenders agree severally, and not jointly, upon the terms and subject to the conditions of this Agreement, to make Loans (each such Loan, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Company or any Subsidiary Borrower in Dollars or in one or more Alternative Currencies from time to time prior to the Maturity Date in an aggregate Dollar Equivalent amount not to exceed, (i) in the aggregate at any one time outstanding, the Revolving Loan Commitments of all Lenders, (ii) individually, such Lender’s Revolving Loan Commitment as in effect from time to time minus such Lender’s Commitment Ratio of the Swingline Loans and the Dollar Equivalent of the L/C Obligations then outstanding and (iii) in the case of a Certain Funds Advance, the Certain Funds Sublimit; (b) If a Pre-Closing Funding Election has been made, each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans advance same day funds denominated in Dollars to the Company and any Designated Borrower in Dollars or (in Administrative Agent on the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Pre-Closing Funding Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers requested by the Borrower and otherwise in accordance with Section 2.2, not to exceed at any time outstanding the an amount of equal to such Lender’s Commitment. (b) Anything in this Agreement Certain Funds Commitments immediately prior to the contrary notwithstandingmaking of such advance; provided, however, that neither the Total Outstandings Company nor any Subsidiary Borrower may request (and the Lenders shall not (1have no obligation to make) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) an Advance under this Section 2.1 in excess of the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Available Revolving Loan Borrowing and Commitment on such date or (y) an Advance denominated in any Alternative Currency to the then remaining Unused Commitments extent that, after giving effect thereto, the Dollar Equivalent of the Revolving Lenders participating aggregate outstanding principal amount of Advances and the outstanding amount of Letters of Credit, in such Borrowingeach case denominated in any Alternative Currency, as applicable)exceeds the Alternative Currency Sublimit. (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to and upon the terms and conditions hereinafter herein set forth, the Revolving Holders agree to make Revolving Loans advances to the Company and any Designated Borrower in Dollars or Companies (in each a “Revolving Loan” and, collectively, the case of any Eurocurrency Rate Loan only“Revolving Loans”) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until date hereof and prior to the Revolving Commitment Termination Date of such Lender in an the aggregate principal amount as to all Borrowers outstanding at any one time not to exceed the Revolving Commitment; provided that Revolving Loans shall not be made more frequently than six (6) times each calendar month. The Revolving Loans shall be evidenced by one or more Revolving Notes, dated as of the Date of Closing, and the Companies will deliver to you on the Date of Closing, at any time outstanding the offices of King & Spalding LLP, 1185 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, one or more Revolving Notes registered in its name, evidencing in the aggregate for all Revolving Holders the amount of the Revolving Commitment as of the Date of Closing, and in the denominations specified in the Schedule B attached hereto. The principal amount of each Revolving Loan shall be equal to at least $100,000, and shall be an integral multiple of $50,000 or such Lender’s Commitment. (b) Anything in this Agreement lesser amount as shall be available to be drawn under the contrary notwithstandingRevolving Notes. At the time of the making of each Revolving Loan and at the time of the making of each payment of principal on any Revolving Note, the Total Outstandings applicable Revolving Holder shall make a notation in the records of such Revolving Holder, specifying the date and the amount of the Revolving Loan or payment; provided that the failure of such Revolving Holder to do so or any other inaccuracy in such records shall not (1) on affect the date obligations of any extension of credit the Companies otherwise under this Agreement nor on and any Revolving Note. Within the last day limits of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on Revolving Commitment, subject to the last Business Day of any monthterms and conditions hereof, or any other Business Day as the Administrative Agent Companies may determine in its reasonable discretion borrow from time to time (but not more frequently than once a weeksix (6) times each calendar month) in accordance with Section 2.2(b), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may repay from time to time borrowin accordance with Section 8.1, repay and may reborrow (but not more frequently than six (6) times each calendar month) in accordance with Section 2.2(b). In addition, any amounts advanced, at the sole discretion of the Revolving Holders, to pay any amount chargeable to or required to be paid by any of the Companies and which the Companies have failed to pay pursuant to Section 2.07 the terms of, and within the time periods provided under, any Note Document, including payments of reimbursable expenses, expenditures for the protection or prepay pursuant to Section 2.10 preservation of collateral and reborrow other sums payable under this Section 2.01the Note Documents shall be deemed a “Revolving Loan”.

The Revolving Loans. (a) Each If a Pre-Closing Funding Election has not been made, the Lenders agree severally, and not jointly, upon the terms and subject to the conditions of this Agreement, to make Loans (each such Loan, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Company in Dollars or in one or more Alternative Currencies from time to time prior to the Maturity Date in an aggregate Dollar Equivalent amount not to exceed, (i) in the aggregate at any one time outstanding, the Revolving Loan Commitments of all Lenders, (ii) individually, such Lender’s Revolving Loan Commitment as in effect from time to time minus such Lender’s Commitment Ratio of the Swingline Loans and the Dollar Equivalent of the L/C Obligations then outstanding and (iii) in the case of a Certain Funds Advance, the Certain Funds Sublimit; (b) If a Pre-Closing Funding Election has been made, each Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans advance same day funds denominated in Dollars to the Company and any Designated Borrower in Dollars or (in Administrative Agent on the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Pre-Closing Funding Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers requested by the Borrower and otherwise in accordance with Section 2.2, not to exceed at any time outstanding the an amount of equal to such Lender’s Commitment. (b) Anything in this Agreement Certain Funds Commitments immediately prior to the contrary notwithstandingmaking of such advance. provided, however, that the Total Outstandings Company may not request (and the Lenders shall not (1have no obligation to make) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) an Advance under this Section 2.1 in excess of the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Available Revolving Loan Borrowing and Commitment on such date or (y) an Advance denominated in any Alternative Currency to the then remaining Unused Commitments extent that, after giving effect thereto, the Dollar Equivalent of the Revolving Lenders participating aggregate outstanding principal amount of Advances and the outstanding amount of Letters of Credit, in such Borrowingeach case denominated in any Alternative Currency, as applicable)exceeds the Alternative Currency Sublimit. (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each From and including the Closing Date and prior to the Commitment Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans in Dollars to the Company Borrowers (who shall borrow on a joint and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan onlyseveral basis) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers amount, together with such Lender's L/C Interest, not to exceed at any one time outstanding the amount of such Lender’s 's Commitment. ; PROVIDED, HOWEVER, that the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (bbut not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Outstandings shall not (1) on the date Utilization of Commitments at any extension of credit under this Agreement nor on the last day of an Interest Period for any time outstanding Borrowing exceed the Total Commitments or least of (2i) on pending the last Business Day entry of any montha Final Borrowing Order, or any other Business Day as the Administrative Agent may determine in its reasonable discretion $60,000,000, (but not more frequently than once a week), exceed 103% of the Total Commitments. (cii) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of until (x) the difference between first delivery to the aggregate amount Agent after the Closing Date of a proposed Competitive Bid Loan Borrowing requested by the Company financial statements and the aggregate amount of Competitive Bid Loans offered Compliance Certificate required to be made by delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the Lenders and accepted by the Company relevant covenants in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing ARTICLE VII and (y) the then remaining Unused Commitments delivery to the Agent of the Revolving Lenders participating Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in such Borrowingaccordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(i) or (ii). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist , the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the same Type highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the same Currency made on amounts and at the same day by times as may be necessary to comply with the Lenders ratably according to their respective Commitmentsimmediately preceding sentence. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans (i) denominated in Dollars to the Company U.S. Borrower (each, a “Dollar Revolving Loan”) and any Designated Borrower (ii) denominated in Dollars or Euros to the Euro Borrowers (in each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the case of any Eurocurrency Rate Loan only“Revolving Loans”) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple the Dollar Equivalent of $1,000,000 and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate CurrencyEuros, the Foreign Currency Dollar Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth aboveabove and subject to Section 2.16, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Euro Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Euro Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Euro Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement (g) Any Borrowing in relation to a Loan to any Dutch Borrower shall at all times be provided by a Lender that is a Dutch Non-Public Lender. AMENDED AND RESTATED CREDIT AGREEMENT

The Revolving Loans. (a) Each Lender severally agrees, on Upon the terms and subject to the conditions hereinafter set forthof this Agreement, and in reliance upon the representations, warranties and covenants of the Company made herein, the Bank agrees to make loans ("Revolving Loans Loans") to the Company and any Designated Borrower in Dollars or (in pursuant to Notices of Borrowing as delivered by the case of any Eurocurrency Rate Loan only) in any Alternate Currency Company to the Bank from time to time on any Business Day during time, from and after the period from date hereof and prior to the Effective Date until Revolving Credit Termination Date; provided, that (1) the Termination Date aggregate principal amount of such Lender in an aggregate amount as to all Borrowers not to exceed Revolving Loans outstanding at any time outstanding shall not exceed the Revolving Credit Commitment Amount at such time; and (2) at the time the Company requests a Revolving Loan and after giving effect to the making thereof there has not occurred and is not continuing any Default or Event of Default. The Company agrees that it shall be an Event of Default if at any time the debit balance of the Loan Account shall exceed the Revolving Credit Commitment Amount unless the Company shall, upon demand by the Bank, pay, within two (2) Business Days, cash to the Bank to be credited to the Loan Account in such amount of such Lender’s Commitmentas shall be necessary to eliminate the excess. (b) Anything If the Company determines to request a Revolving Loan, the Company shall deliver a written notice (a "Notice of Borrowing"), substantially in this Agreement the form of Exhibit C annexed hereto with the blanks therein appropriately completed, to the contrary notwithstanding, the Total Outstandings shall Bank not later than 12:00 noon (1Boston Time) on the date of the proposed borrowing; provided that at any extension time when the aggregate principal amount of credit under this Agreement nor on Revolving Loans (including the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day principal amount of any monthRevolving Loan requested in any Notice of Borrowing delivered to the Bank) equals or exceeds $3,000,000 thereafter, but only for so long as such aggregate principal amount equals or any other Business Day exceeds $3,000,000, no Notice of Borrowing will be effective unless it is acknowledged by Sepracor as well as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% Company. No Notice of Borrowing shall be revocable by the Total CommitmentsCompany or Sepracor. (c) Each The Bank shall enter the Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, Loans as debits in the case of Eurocurrency Rate Loans denominated Loan Account. The Bank shall also record in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested Account all payments made by the Company on account of the Revolving Loans, and may also record therein, in accordance with customary accounting practices, other debits and credits, and all interest, fees, charges and expenses chargeable to the aggregate Company under this Agreement. The debit balance of the Loan Account shall reflect the amount of Competitive Bid the Company's Obligations to the Bank from time to time by reason of the Revolving Loans offered and other appropriate charges permitted hereunder. Periodically, but no less frequently than monthly, the Bank shall render a statement of account showing as of its date the debit balance of the Loan Account which, unless within thirty (30) days of the Company's receipt of such statement notice to be made the contrary is received by the Lenders Bank from the Company, absent manifest error, shall be considered correct and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable)conclusively binding upon it. (d) Each Subject to the terms and conditions of this Agreement, the Bank shall make each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day effective date specified therefor by crediting the Lenders ratably according amount of such Revolving Loan to their respective Commitmentsthe Company's demand deposit account with the Bank. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthhereof, to the Bank will make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date close of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) business on the last Business Day of any monthpreceding the Revolving Credit Termination Date, or any other Business Day in such amounts as the Administrative Agent Borrower may determine in its reasonable discretion (but not more frequently than once a week)request, exceed 103% of PROVIDED that the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate principal amount of all Revolving Loans at any one time outstanding hereunder may not less than $5,000,000 or a whole multiple exceed the Maximum Permitted Amount of $1,000,000 Revolving Credit (defined in excess thereof or, in Section 2.1(b)(iii)). Subject to the case of Eurocurrency Rate Loans denominated in an Alternate Currencyterms and conditions hereof, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 2.2, and reborrow, from the date of this Agreement until the last Business Day preceding the Revolving Credit Termination Date, an amount up to the Maximum Permitted Amount of Revolving Credit less any principal amounts outstanding under the Revolving Loan. Any Revolving Loan not repaid by the Revolving Credit Termination Date shall be due and payable on the Revolving Credit Termination Date. (b) DEFINITIONS WITH RESPECT TO REVOLVING LOAN ELIGIBILITY. (i) "ACCEPTABLE ACCOUNTS" means an account receivable or prepay pursuant accounts receivable of Borrower due not more than: (a) ninety (90) days from the date set forth on the original invoice evidencing such account receivable, or (b) 120 days from such date in the case of Xxxxxxx Xxxxx accounts; in each case arising from the absolute sale of goods by Borrower in which Borrower had the sole and complete ownership or the performance of services by Borrower in the ordinary course of its business, which conforms to the warranties set forth in Section 2.10 7.14, and reborrow which: (A) is not an account receivable of a person or entity obligated to Borrower upon such account receivable (an "Account Debtor") which has suspended business, made a general assignment for the benefit of creditors, committed any act of insolvency, or filed or have had filed against it any petition under this Section 2.01any bankruptcy law or any other law or laws for the relief of debtors; (B) is not an account receivable which: (1) is subject to any setoff, counterclaim, defense, allowance or adjustment other than discounts for prompt payment shown on the invoice or to any dispute, objection or complaint by the Account Debtor concerning its liability on the account receivable and the goods, the sale of which gave rise to the account receivable, have not been returned, rejected, lost or damaged; (2) arises from a sale or sales to an affiliate, parent, or subsidiary of the Borrower; (3) is the obligation of a Account Debtor located in a foreign country, except that obligations of existing international customers of the Borrower shall be included, and (4) arises from a contract containing a prohibition against assigning or granting a security interest therein; and (C) is not a account receivable which the Bank, in its sole discretion, shall notify the Borrower as being ineligible for an advance.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s 's Commitment.; provided that the aggregate amount of the Commitments of the -------- Lenders shall be deemed used from time to time to the extent of (i) the aggregate amount of Competitive Bid Loans then outstanding, (ii) the aggregate amount of Swing Loans then outstanding and (iii) the aggregate Available Amount of Letters of Credit and the aggregate amount of Letter of Credit Loans then outstanding, and such deemed uses of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments as in effect from time to time (such deemed uses of the aggregate amount of the Commitments with respect to (a) Competitive Bid Loans being a "Competitive Bid Loan Reduction", (b) Swing ------------------------------ Loans being a "Swing Loan Reduction" and (c) the aggregate Available Amount -------------------- of Letters of Credit and Letter of Credit Loans being a "Letter of Credit ---------------- Reduction"). --------- (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof 10,000,000 or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall and (subject to Section 2.09(d)) shall consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (ec) Within the limits set forth aboveof each Lender's Commitment, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01. (d) For purposes of determining (i) whether the amount of any Borrowing, together with all other Loans then outstanding, would exceed the aggregate amount of the Commitments, and (ii) whether the aggregate outstanding principal amount of the Loans is such as to require prepayment under Section 2.07(e), the outstanding principal amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent of the Alternate Currency amount of such Loan.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, each of the Banks, severally and not jointly, agrees to make Revolving Loans to the Company and any Designated Borrower in Dollars or its Eligible Subsidiaries (as specified in the case of any Eurocurrency Rate Loan onlyBorrowing Request with respect thereto) in any Alternate Currency from time to time on any Business from and including the date hereof to and including the Banking Day during the period from the Effective Date until next preceding the Termination Date of such Lender Date, in an aggregate principal amount as up to all Borrowers but not to exceed exceeding at any one time outstanding, the amount of its Commitment; provided that the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Swingline Loans outstanding plus the Letters of Credit Usage shall not at any time exceed in the aggregate Commitments of the Banks. Each Borrowing under this Section 2.1 shall be made by the Banks ratably in accordance with their Commitments. The Revolving Loans may be outstanding as Variable Rate Loans or Eurocurrency Loans (each a "type" of Loan). Eurocurrency Loans may be denominated in Dollars or in one or more Alternative Currencies, and all Variable Rate Loans shall be denominated only in Dollars. Subject to the terms hereof, the Borrowers may borrow, repay or prepay and reborrow Revolving Loans hereunder prior to the Termination Date. The aggregate principal amount of Revolving Loans outstanding, plus interest accrued thereon, shall be payable in full on the Termination Date. Each type of Loan of each Bank shall be made and maintained at such Lender’s CommitmentBank's Lending Office for such type of Loans. (b) Anything Any Eurocurrency Loans may be made in this Agreement the Alternative Currency specified in the applicable Borrowing Request given pursuant to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be Section 2.8 in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser Alternative Currency Equivalent of (x) the difference between the aggregate Dollar amount of a proposed Competitive Bid Loan specified in such Borrowing requested Request, as determined by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date Agent as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in Denomination Date for such BorrowingBorrowing (which determination shall be conclusive absent manifest error). For purposes of determining the amount outstanding under any Bank's Commitment, such amount outstanding for each Alternative Currency Loan shall be the Dollar Equivalent for such Loan as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective CommitmentsDenomination Date. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of the Borrower set forthforth herein, each Bank hereby severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Closing Date until through but excluding the Termination Date in an amount not exceeding its Pro Rata Share of the difference between the (i) aggregate Revolving Loan Commitments (as defined below) then in effect and (ii) the sum of (a) the aggregate principal amount of Swing Line Loans then outstanding (excluding Swing Line Loans to be repaid with the proceeds of such Lender Revolving Loans) and (b) the Letter of Credit Usage for the purposes identified in an Section 2.08. Each Bank's commitment to maintain and make Revolving Loans to the Borrower pursuant to this Section 2.01(a) is hereby called its "REVOLVING LOAN COMMITMENT" and such commitments of all the Banks in the aggregate are herein called the "REVOLVING LOAN COMMITMENTS." The initial amount as of each Bank's Revolving Loan Commitment is set forth in SCHEDULE 1.01(A) and the aggregate initial amount of all Revolving Loan Commitments is $125,000,000. The amount of the Revolving Loan Commitments shall be reduced by the amount of all reductions thereof made pursuant to all Borrowers not to exceed Sections 4.01, 4.02, 4.03 or 9 through the date of determination. In no event shall the aggregate principal amount of the Revolving Loans from any Bank outstanding at any time outstanding exceed the amount of such Lender’s Commitment.its Revolving Loan Commitment then in effect. Each Bank's Revolving Loan Commitment shall expire on the Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans, the Revolving Loan Commitments, or otherwise (including, without limitation, any cash deposit required under Section 2.10(a) with respect to any Letter of Credit having an expiration date subsequent to the Termination Date) shall be paid in full no later than that date. Notwithstanding the foregoing provisions of this Section 2.01(a) and the provisions of Section 2.01(b), the extensions of credit under the Revolving Loan Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (bi) The amount otherwise available for borrowing under the Revolving Loan Commitments as of any time of determination (other than to reimburse the Issuing Bank for the amount of any drawings under any Letter of Credit honored by the Issuing Bank and not theretofore reimbursed by the Borrower or to reimburse the Swing Line Bank for the amount of any Swing Line Loans outstanding) shall be reduced by the Letter of Credit Usage and the aggregate principal amount of the Swing Line Loans then outstanding as of such time of determination; (ii) In no event shall the Total Utilization of Revolving Loan Commitments exceed the Total Revolving Loan Commitments then in effect; and (iii) Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that for 30 consecutive days during any twelve- month period the Revolving Loan Commitments must exceed the Total Outstandings shall not (1) on the date Utilization of any extension of credit Revolving Loan Commitments by at least $10,000,000. Subject to Section 2.09(d), all Revolving Loans under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders Banks simultaneously and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according proportionately to their respective Commitments. (e) Within Pro Rata Shares, it being understood that no Bank shall be responsible for any default by any other Bank in that other Bank's obligation to make Revolving Loans hereunder nor shall the limits set forth above, each Revolving Loan Commitment of any Bank be increased or decreased as a result of the default by any other Bank in that other Bank's obligation to make Revolving Loans hereunder. Amounts borrowed by the Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.012.01(a) may be repaid and, to but excluding the Termination Date, reborrowed.

The Revolving Loans. (a) The Revolving Commitment. ------------------------ Each Lender agrees, severally agreesand not jointly, on the terms and conditions hereinafter set forth, to make loans ("Revolving Loans Loans") to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from ---------------- time to time on any Business Day during the period from the Effective date hereof to and including the Maturity Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding such Lender's Pro Rata Share of the Revolving Commitment (as such amount may be reduced pursuant to Section ------- 2.1(b)) less the undrawn and unreimbursed amount of such Lender’s Commitment. (b) Anything L/Cs, in this Agreement to the contrary notwithstandingeach case, the Total Outstandings shall not (1) on as of ------ the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day making of any month, or any other Business Day as such loan. Within the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments limits of the Revolving Lenders participating in such BorrowingCommitment and prior to the Maturity Date, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 2.5(b) and reborrow under this section. -------------- (b) Reduction of the Revolving Commitment. (i) On March 31, 2001, and on the last day of each calendar quarter thereafter, the Revolving Commitment shall be permanently reduced by $1,800,000. Upon the effectiveness of such reduction in the Revolving Commitment, (A) to the extent that the aggregate outstanding Obligations exceeds the Revolving Commitment, the amount of such excess shall be immediately due and payable, without notice, in accordance with Section 2.012.5(a), and (B) each -------------- Lender's Commitment shall be reduced ratably. (ii) The Borrower shall have the right, upon at least two Business Days' notice to the Agent, to terminate in whole or reduce permanently in part the unused portion of the Revolving Commitment, without premium or penalty, provided that each partial reduction shall be in the aggregate amount of $100,000 or an integral multiple thereof and that such reduction shall not reduce the Revolving Commitment to an amount less than the amount outstanding hereunder on the effective date of the reduction. Such notice shall be irrevocable and such reduction shall not be reinstated. Upon the effectiveness of such reduction in the Revolving Commitment, each Lender's Commitment shall be reduced ratably.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthcontained in this Agreement, each Bank and the Issuer agrees (severally and not jointly) that from time to time prior to August 5, 2010 (the “Maturity Date”), such Bank will make Revolving Loans loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency Borrowers from time to time on any Business Day during the period from Availability Period in Dollars or in one or more Alternative Currencies (the Effective Date until “Revolving Loans” and, individually, a “Revolving Loan”); provided, that after giving effect to any Revolving Borrowing, (i) the Termination Date Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Revolving Loans made by any Bank, plus such Lender Bank’s Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus such Bank’s Commitment Percentage of the Outstanding Amount of all Swing Line Loans, shall not exceed such Bank Commitment, and (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in an aggregate amount as to all Borrowers Alternative Currencies shall not to exceed at any time outstanding the amount Alternative Currency Sublimit. Within the limits of such Lendereach Bank’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 1.1(a), prepay under Section 1.8 and reborrow under this Section 1.1(a). (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 either a Base Rate Loan or a whole multiple of $1,000,000 in excess thereof orEurocurrency Rate Loan, as the Borrower may elect, in each case subject to the case provisions of Eurocurrency Rate Loans denominated in an Alternate Currencythis Agreement. Although the Aggregate Commitments initially equal $150,000,000, it is understood that each Bank’s portion of the Aggregate Commitments is a several obligation and not a joint obligation. No Bank nor the Issuer shall be required to make any Revolving Loan or issue (or participate in) any L/C Credit Extension after such NYDOCS/1000000.6 Bank’s Commitment shall have terminated. No Bank shall be responsible to any Borrower, either Co-Administrative Agent, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to Administrator or the lesser of (x) other Banks for the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused obligations or Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans any other Bank. Neither of the same Type in Co-Administrative Agents nor the same Currency made on Administrator shall be responsible to any Borrower for the same day by obligations or Commitments of any of the Lenders ratably according to their respective CommitmentsBanks. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable).. THIRD AMENDED AND RESTATED CREDIT AGREEMENT (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on Upon the terms and subject to the conditions hereinafter set forthof this Agreement, and in reliance upon the representations, warranties and covenants of the Company made herein, the Bank agrees to make Revolving Loans loans ("REVOLVING LOANS") to the Company and any Designated Borrower in Dollars or (in pursuant to Notices of Borrowing as delivered by the case of any Eurocurrency Rate Loan only) in any Alternate Currency Company to the Bank from time to time on any Business Day time, from and after the date hereof and during the period from Revolving Credit Period; PROVIDED, that (1) the Effective Date until the Termination Date aggregate principal amount of such Lender in an aggregate amount as to all Borrowers not to exceed Revolving Loans outstanding at any time outstanding shall not exceed the lesser of (i) the Revolving Commitment Amount at such time MINUS the Exchange Contract Amount and (ii) the Available Aggregate Revolving Commitment at such time and (2) at the time the Company requests a Revolving Loan and after giving effect to the making thereof there has not occurred and is not continuing any Default or Event of Default. The Company agrees that it shall be an Event of Default if at any time the debit balance of the Loan Account shall exceed the lesser of (i) the Revolving Commitment Amount MINUS the Exchange Contract Amount and (ii) the Available Aggregate Revolving Commitment unless the Company shall, upon demand by the Bank, pay, within two (2) Business Days, cash to the Bank to be credited to the Loan Account in such amount of such Lender’s Commitmentas shall be necessary to eliminate the excess. (b) Anything in this Agreement Prior to 12:00 noon (Boston time) on the contrary notwithstandingRevolving Loan request date, the Total Outstandings president, an Authorized Officer shall not notify the Bank in writing or by telephone confirmed by (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or telex, (2) telecopy or (3) other facsimile transmission, on the last Business Day of any month, or any other Business Day same day as the Administrative Agent may determine in its reasonable discretion telephonic request (but not more frequently than once a weekthe "NOTICE OF BORROWING"), exceed 103% of the Total Commitmentsproposed date of borrowing and the principal amount requested. No Notice of Borrowing shall be revocable by the Company. (c) Each The Bank shall enter the Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, Loans as debits in the case of Eurocurrency Rate Loans denominated Loan Account. The Bank shall also record in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested Account all payments made by the Company on account of the Revolving Loans, and may also record therein, in accordance with customary accounting practices, other debits and credits, and all interest, fees, charges and expenses chargeable to the aggregate Company under this Agreement. The debit balance of the Loan Account shall reflect the amount of Competitive Bid the Company's Obligations to the Bank from time to time by reason of the Revolving Loans offered and other appropriate charges hereunder. Periodically, the Bank shall render a statement of account showing as of its date the debit balance of the Loan Account which, unless within thirty (30) days of such date notice to be made the contrary is received by the Lenders Bank from the Company, absent manifest error, shall be considered correct and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable)conclusively binding upon it. (d) Each Subject to the terms and conditions of this Agreement, the Bank shall make each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day effective date specified therefor by crediting the Lenders ratably according amount of such Revolving Loan to their respective Commitmentsthe Company's demand deposit account with the Bank. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the MARRIOTT CREDIT AGREEMENT Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof 10,000,000 or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) The Borrowers shall be entitled, on the terms and conditions hereof including the limitation set forth in Section 2.01(b), to utilize the Commitments by borrowing Revolving Loans in Swiss Francs or in Sterling, provided, however, that the following provisions shall apply: (i) any Revolving Loans in Swiss Francs or Sterling shall be made by the Swiss Franc/Sterling Lenders, ratably according to their respective Swiss Franc/Sterling Commitments, and no other Lender shall have any obligation to participate in any Revolving Loan Borrowing under this clause (e); and (ii) the Total Swiss Franc/Sterling Outstandings shall not at any time exceed the Total Swiss Franc/Sterling Commitments. (f) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans (i) denominated in Dollars to the Company U.S. Borrower (each, a “Dollar Revolving Loan”) and any Designated Borrower (ii) denominated in Dollars or Euros to the Euro Borrowers (in each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the case of any Eurocurrency Rate Loan only“Revolving Loans”) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple the Dollar Equivalent of $1,000,000 and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate CurrencyEuros, the Foreign Currency Dollar Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth aboveabove and subject to Section 2.16, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Euro Borrower by causing any foreign or domestic branch or Affiliate of such Lender to

The Revolving Loans. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans (i) denominated in Dollars to the Company U.S. Borrower (each, a “Dollar Revolving Loan”) and any Designated Borrower (ii) denominated in Dollars or Euros to the Euro Borrowers (in each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the case of any Eurocurrency Rate Loan only“Revolving Loans”) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount of such Lender’s 's Commitment. (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not (1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), week exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than $5,000,000 or a whole multiple the Dollar Equivalent of $1,000,000 and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate CurrencyEuros, the Foreign Currency Dollar Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. (e) Within the limits set forth aboveabove and subject to Section 2.16, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01. (f) Each Lender may, at its option, make any Revolving Loan available to any Euro Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of such Euro Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender's Affiliates which make Revolving Loans; provided that no such Lender shall be relieved of its obligations hereunder until such Lender's Affiliates have actually performed such Lender's obligations. Notwithstanding the foregoing, the Euro Borrowers and the Administrative Agent shall be permitted to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender's rights and obligations under this Agreement (g) An initial Borrowing from a Lender to any Dutch Borrower and any amount transferred to a new Lender in relation to a Loan or Commitment made to any Dutch Borrower shall be at least €50,000 (or its equivalent in another currency) or any other amount that will from time to time be applicable under section 3(2) under a and/or b of the Dutch Decree on Definitions Wft, or, if it is less, the Lender or such new Lender (as the case may be) shall confirm in writing to such Dutch Borrower that it is a “professional market party” within the meaning of the Dutch Financial Supervision Act, as amended from time to time.

The Revolving Loans. (a) Each From and including the Effective Date and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans in Dollars to the Company and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers amount, together with such Lender's L/C Interest and Swing Line Interest, not to exceed (except as otherwise contemplated by the last sentence of SECTION 2.19) at any one time outstanding the amount of such Lender’s 's Commitment. (b) Anything in this Agreement to ; PROVIDED, HOWEVER, that the contrary notwithstanding, Aggregate Commitment shall be deemed used for purposes of determining the Total Outstandings shall not (1) on the date availability of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion Revolving Loans (but not more frequently than once a week)for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing which commitment fee shall be determined for each Lender as described in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal SECTION 2.10) from time to time to the lesser extent of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing L/C Obligations then outstanding and (y) the aggregate principal amount of any Swing Line Loans then remaining Unused Commitments outstanding, and such deemed use of the Revolving Lenders participating in such Borrowing, as applicable). (d) Each Revolving Loan Borrowing Aggregate Commitment shall (subject be applied to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. . Subject to the terms of this Agreement (e) Within including, without limitation, the limits set forth aboveterms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, each suspension or termination of the Aggregate Commitment), the Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under Revolving Loans at any time prior to the Facility Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Section 2.01Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Facility Termination Date.

The Revolving Loans. (a) Each Lender severally agrees, on subject to the terms and conditions hereinafter set forthhereof, to make Revolving Loans lend to the Company Borrowers at any time and any Designated Borrower in Dollars or (in the case of any Eurocurrency Rate Loan only) in any Alternate Currency from time to time on any Business Day during sums (each herein called a “Loan” and collectively the period from “Loans”) which may be repaid and reborrowed pursuant to the Effective Date until terms of the Termination Date of such Lender in an aggregate amount as to all Borrowers Notes. The Aggregate Revolving Loan Principal Debt shall not to exceed at any one time outstanding an amount equal to the amount Program Amount. The Revolving Loan Principal Debt of any Borrower shall not exceed such LenderBorrower’s Revolving Loan Commitment. (b) Anything in this Agreement The proceeds of Loans may be used to the contrary notwithstandingfinance purchases of inventory for Borrowers’ Stores from Administrator, the Total Outstandings shall not (1) on the date to finance working capital and acquisitions, to refinance certain existing indebtedness of any extension of credit under this Agreement nor on the last day of an Interest Period Borrowers to Xxxxx Fargo Capital Finance and other lenders permitted by Administrator and Lender, and for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any such other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitmentspurposes permitted by Administrator and Lender. (c) Each The obligation of each Borrower to repay its Revolving Loan Borrowing Principal Debt outstanding at any one time shall be in an aggregate evidenced by a Note which shall (a) be payable for the amount of not less than $5,000,000 or a whole multiple the Loans made to such Borrower, (b) be payable as to principal and interest as provided therein, (c) be entitled to the benefits of $1,000,000 in excess thereof orthis Agreement and the security provided for herein and the other Loan Documents, and (d) be substantially in the case form of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser of (x) the difference between the aggregate amount of a proposed Competitive Bid Loan Borrowing requested by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in such Borrowing, as applicable)Exhibit B attached hereto. (d) Each Revolving Lender agrees to, as soon as reasonably practicable but in any event within five Business Days of its receipt of each repayment of Loans under the Notes, pay to Administrator an amount equal to that portion of such repayment constituting Administrator Interest. Except as expressly provided herein to the contrary, all payments on any Borrower’s Note shall be applied in the following order of priority: (a) the payment or reimbursement of any expenses, costs or obligations (other than the outstanding principal balance hereof and interest hereon) for which such Borrower shall be obligated or Lender shall be entitled pursuant to the provisions of such Borrower’s Note or the other Loan Borrowing shall Documents related thereto; (subject b) the payment to Section 2.09(d)Lender of accrued but unpaid interest on such Borrower’s Note, other than Administrator Interest; (c) consist the payment of Revolving Loans accrued but unpaid Administrator Interest on such Borrower’s Note; and (d) the payment to Lender of all or any portion of the same Type principal balance of such Borrower’s Note then outstanding thereunder, in the same Currency made on direct order of maturity. If an event of default exists and is continuing under such Borrower’s Note or under any of the same day by other Loan Documents to which such Borrower or applicable Principal Guarantor is a party related thereto, then Lender may, at the Lenders ratably according to their respective Commitments. (e) Within the limits set forth abovesole option of Lender, each Borrower may apply any such payments, at any time and from time to time borrowtime, repay pursuant to Section 2.07 any of the items specified in clauses (a), (b), (c) or prepay pursuant (d) above without regard to Section 2.10 and reborrow under the order of priority otherwise specified in this Section 2.012.1(d) and any application to the outstanding principal balance of such Borrower’s Note may be made in either direct or inverse order of maturity. During the continuance of any Event of Default, Administrator shall not be entitled to receive any payments (whether for principal, interest or fees) until such Event of Default is cured or waived other than payments due to Administrator under such Borrower’s franchise agreement.

The Revolving Loans. (a) Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, each of the Banks severally and not jointly agrees to make Revolving Loans to the Company and any Designated Borrower in Dollars or its Eligible Subsidiaries (as specified in the case of any Eurocurrency Rate Loan onlyBorrowing Request with respect thereto) in any Alternate Currency from time to time on any Business from and including the date hereof to and including the Banking Day during the period from the Effective Date until next preceding the Termination Date of such Lender Date, in an aggregate principal amount as up to all Borrowers but not to exceed exceeding at any one time outstanding, the amount of its Commitment; PROVIDED that the aggregate amount of Revolving Loans outstanding plus the Letters of Credit Usage shall not at any time exceed in the aggregate Commitments of the Banks. Each Borrowing under this Section 2.1 shall be made by the Banks ratably in accordance with their Commitments. The Revolving Loans may be outstanding as Variable Rate Loans or Eurocurrency Loans (each a "type" of Loan). Eurocurrency Loans may be denominated in Dollars or in one or more Alternative Currencies, and all Variable Rate Loans shall be denominated only in Dollars. Subject to the amount terms hereof, the Borrowers may borrow, repay or prepay and reborrow Revolving Loans hereunder prior to the Termination Date. Each type of Loan of each Bank shall be made and maintained at such Lender’s CommitmentBank's Lending Office for such type of Loans. (b) Anything Any Revolving Loans may be made in this Agreement the Alternative Currency specified in the applicable Borrowing Request given pursuant to the contrary notwithstanding, the Total Outstandings shall not (1) on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) on the last Business Day of any month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion (but not more frequently than once a week), exceed 103% of the Total Commitments. (c) Each Revolving Loan Borrowing shall be Section 2.7 in an aggregate amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency, the Foreign Currency Equivalent thereof (or, if less, an aggregate amount equal to the lesser Alternative Currency Equivalent of (x) the difference between the aggregate Dollar amount of a proposed Competitive Bid Loan specified in such Borrowing requested Request, as determined by the Company and the aggregate amount of Competitive Bid Loans offered to be made by the Lenders and accepted by the Company in respect of such Competitive Bid Loan Borrowing, if such Competitive Bid Loan Borrowing is made on the same date Agent as such Revolving Loan Borrowing and (y) the then remaining Unused Commitments of the Revolving Lenders participating in Denomination Date for such BorrowingBorrowing (which determination shall be conclusive absent manifest error). For purposes of determining the amount outstanding under any Bank's Commitment, such amount outstanding for each Alternative Currency Loan shall be the Dollar Equivalent for such Loan as applicable). (d) Each Revolving Loan Borrowing shall (subject to Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective CommitmentsDenomination Date. (e) Within the limits set forth above, each Borrower may from time to time borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01.