Common use of Revolving Credit Advances Clause in Contracts

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Lender severally agreesBorrowing shall be made on notice, given not later than 12:00 P.M. (New York City time) on the terms third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances (but excluding for this purpose Swingline Advances and conditions hereinafter set forth, to make Revolving Credit Advances made pursuant to any a Mandatory Borrowing) by the Borrower to the Administrative Agent, which shall give to each Revolving Credit Lender prompt notice thereof by telecopier or electronic mail. Each such notice of a Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in writing by telecopier or electronic mail in PDF format, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing and (iii) aggregate amount of such Borrowing. Each Revolving Credit Lender shall, before 12:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Revolving Credit Lender’s ratable portion of such Borrowing in accordance with the respective Revolving Credit Commitments of such Revolving Credit Lender and the other Revolving Credit Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account, for onward transmission to the bank account notified to the Administrative Agent by the Borrower from time to time on any Business Day during into which monies are permitted to be deposited in accordance with the period from the Effective Date until the Termination Date in an aggregate amount (based in respect provisions of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitmentsthis Agreement; provided, however, that if there is no unused the Administrative Agent shall first make a portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according funds equal to the aggregate Unused Commitments. Notwithstanding anything herein principal amount of any Swingline Advances made by the Swingline Bank or any Letter of Credit Advances made by any Issuing Bank and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the contrarySwingline Bank or to such Issuing Bank, no Revolving Credit Borrowing as the case may be made in a Major Currency ifbe, after giving effect to the making for repayment of such Revolving Swingline Advances or such Letter of Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)Advances.

Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “Revolving Credit Advances Advance”) to any the Borrower from time to time on any Business Day during the period from the Effective Closing Date until the Termination Date in an aggregate amount Date; provided that a Revolving Credit Advance shall not be made (based in respect of and shall not be required to be made) by any Revolving Credit Advance denominated Lender in a Major Currency on any instance where the Equivalent in Dollars determined incurrence thereof (after giving effect to the use of the proceeds thereof on the date of delivery the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Individual Exposure of such Revolving Credit Lender to exceed the amount of its Revolving Credit Commitment at such time or (y) the Aggregate Exposure (after giving effect to the use of the applicable Notice proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed (A) the Total Revolving Credit Borrowing), not to exceed Commitment at such Lender’s Unused Commitmenttime minus (B) the Specified Reserve at such time. Each Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) 1,000,000 or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) 250,000 in excess thereof (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swingline Advances or Letter of Credit Advances) and shall consist of Revolving Credit Advances of the same Type made on the same day simultaneously by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any The Borrower may borrow under this Section 2.01(a)2.01, prepay pursuant to Section 2.10 2.06(a) and reborrow under this Section 2.01(a)2.01 in accordance with the provisions of this Agreement.

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Restatement Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major an Alternative Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Alternative Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Alternative Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s 's Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s 's Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower (other than a Designated Subsidiary (Bid only)) from time to time on any Business Day during the period from the Effective Date until the Termination Date applicable to such Lender in an aggregate amount (based in respect of any Revolving Credit Advance Advances to be denominated in a Major Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Committed Borrowing), ) not to exceed such Lender’s Unused Revolving Credit Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or such lesser amount as may be available under this Agreement at such time) or an integral multiple of $1,000,000 in excess thereof (or the Equivalent thereof in any Major Committed Currency determined on the date of delivery of the applicable Notice of Committed Borrowing, which, with respect to any Revolving Credit Borrowing) Borrowing in a Committed Currency may be increased or an integral multiple of $1,000,000 (or reduced in the Equivalent thereof in any Major Currency determined on the date of delivery discretion of the applicable Notice of Borrower in order for the Committed Currency Revolving Credit BorrowingBorrowing to be in a similarly round number) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Credit Lenders ratably according to their respective Ratable Share of Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower (other than a Designated Subsidiary (Bid only)) may borrow under this Section 2.01(a)2.01, prepay pursuant to Section 2.10 2.11 and reborrow under this Section 2.01(a)2.01.

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s 's Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s 's Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)) .

Revolving Credit Advances. Each Lender severally agreesExcept as otherwise provided in Section 2.02(b) and Section 2.16, each Revolving Credit Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any third Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on prior to the date of delivery the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the applicable proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Paying Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Revolving Credit Borrowing (a "Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing ") shall be by telephone, confirmed immediately in an aggregate amount not less than $10,000,000 writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto, specifying therein the requested (or the Equivalent thereof in any Major Currency determined on the i) date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars (ii) Type of the Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of outstanding such Revolving Credit Advances denominated Borrowing, and (iv) in Major Currenciesthe case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, together with initial Interest Period for each such Revolving Credit Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the Equivalent date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Paying Agent at the Paying Agent's Account, in Dollars same day funds, such Lender's ratable portion of such Revolving Credit Borrowing. After the Paying Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Paying Agent will make such funds available to the Borrower at the Paying Agent's address referred to in Section 8.02; provided, however, that, in the case of any such Borrowing, the Paying Agent shall first make a portion of such funds equal to the aggregate principal amount of outstanding Competitive Bid any Swing Line Advances denominated in Foreign Currenciesand Letter of Credit Advances made by any Swing Line Bank or any Issuing Bank, would exceed $500,000,000. Within as the limits of each Lender’s case may be, and by any other Revolving Credit CommitmentLender and outstanding on the date of such Revolving Credit Borrowing, any Borrower plus interest accrued and unpaid thereon to and as of such date, available to such Swing Line Bank or such Issuing Bank, as the case may borrow under this Section 2.01(a)be, prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make one or more Revolving Credit Advances (such advances, together with (i) the Swing Line Advances and (ii) to the extent any Lender elects to make them, Auction Bid Advances as provided in subsection (c) of this Section 2.01, being the “Advances”) to the Borrower from time to time on any Business Day during the period from the Effective Date until date hereof to but excluding the Termination Date (or, if earlier, the date on which the obligations of the Lenders to make Advances to the Borrower are terminated pursuant to Article VI) in an aggregate principal amount not to exceed at any time outstanding the amount set opposite such Lender’s name on Schedule 2.01 hereof or, if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.06(b)(iv), as such amount may be reduced pursuant to Section 2.05 (based in respect such Lender’s “Commitment”); provided, however, that (A) the Facility Usage shall not at any time exceed the Facility at such time, (B) the deemed use of any the aggregate amount of the Commitments resulting from outstanding Auction Bid Advances and Swing Line Advances shall be applied to all the Lenders ratably according to their respective Commitments and (C) each Revolving Credit Advance denominated in shall be made as part of a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice Borrowing consisting of Revolving Credit Borrowing), not to exceed such Lender’s Unused CommitmentAdvances made by the Lenders ratably in accordance with their Commitments. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof 25,000,000 and in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,0005,000,000. Within the limits of the foregoing and of each Lender’s Revolving Credit Commitment, any the Borrower may may, from time to time prior to the earlier of the Termination Date and the date on which the obligations of the Lenders to make Advances to the Borrower are terminated pursuant to Article VI, borrow under this Section 2.01(a), repay pursuant to Section 2.06, prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make one or more Revolving Credit Advances (such advances, together with (i) the Swing Line Advances and (ii) to the extent any Borrower Lender elects to make them, Auction Bid Advances as provided in subsection (c) of this Section 2.01, being the "Advances") to the Borrowers from time to time on any Business Day during the period from the Effective Date until date hereof to but excluding the Termination Date (or, if earlier with respect to either Borrower, the date on which the obligations of the Lenders to make Advances to such Borrower are terminated pursuant to Article VI) in an aggregate principal amount not to exceed at any time outstanding the amount set opposite such Lender's name on Schedule 2.01 hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d), as such amount may be reduced pursuant to Section 2.05 (based in respect such Lender's "Commitment"); PROVIDED, HOWEVER, that (A) the Facility Usage shall not at any time exceed the Facility at such time, (B) the deemed use of any the aggregate amount of the Commitments resulting from outstanding Auction Bid Advances and Swing Line Advances shall be applied to all the Lenders ratably according to their respective Commitments and (C) each Revolving Credit Advance denominated in shall be made as part of a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice Borrowing consisting of Revolving Credit Borrowing), not to exceed such Lender’s Unused CommitmentAdvances made by the Lenders ratably in accordance with their Commitments. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof 25,000,000 and in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,0005,000,000. Within the limits of the foregoing and of each Lender’s Revolving Credit 's Commitment, any each Borrower may may, from time to time prior to the earlier of the Termination Date and the date on which the obligations of the Lenders to make Advances to such Borrower are terminated pursuant to Article VI, borrow under this Section 2.01(a), repay pursuant to Section 2.06, prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Restatement Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances advances (each a "REVOLVING CREDIT ADVANCE") to any the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit for each such Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s 's Unused CommitmentRevolving Credit Commitment at such time. Each Revolving Credit Borrowing shall be in an aggregate amount not less than of $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) 1,000,000 or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances of the same Type made on the same day simultaneously by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments; provided. Within the limits of each Revolving Credit Lender's Unused Revolving Credit Commitment in effect from time to time, howeverthe Borrower may borrow under this Section 2.01(c), that if there is no unused portion of prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(c). Revolving Credit Borrowings shall also be subject to the Commitment of one or more Lenders at the time of any requested following additional limitations: (i) a Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type not more than $15 million may be requested to be made available on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, Effective Date; (ii) no Revolving Credit Borrowing may be made requested to fund any portion of the purchase price to be paid by the Borrower or any of its Subsidiaries in connection with a Major Currency ifPermitted Acquisition on any date that any Term A Commitments remain undrawn; and (iii) during the period until the Termination Date, after giving effect to the making not more than an aggregate of such $25 million of Revolving Credit Borrowing, Borrowings may be requested to fund the Equivalent in Dollars purchase price of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)Permitted Acquisitions.

Revolving Credit Advances. (a) The maximum aggregate amount of the Revolving Credit Loan to be made by each Lender (such Lender's "Revolving Credit Loan Commitment") shall be the amount set below such Lender's name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is $40,000,000. Each Lender severally agreesLender's Revolving Credit Loan Commitment shall be subject to a pro rata reduction as and when the aggregate principal amount of the Revolving Credit Loan Commitments are reduced as provided in the immediately preceding sentence. The percentage equal to the quotient of (x)each Lender's Revolving Credit Loan Commitment, on divided by (y) the aggregate of all Revolving Credit Loan Commitments is that Lender's "Revolving Credit Percentage". Upon and subject to the terms and conditions hereinafter set forthhereof, each Lender, severally and for itself alone, agrees to make available, from time to time, on and after the initial Closing Date and until the Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor, advances (each, a "Revolving Credit Advances Advance"), in an aggregate amount outstanding which, together with that Lender's Revolving Credit Percentage of all outstanding Letter of Credit Obligations, shall not at any given time exceed the product of (A) that Lender's Revolving Credit Percentage multiplied by (B) the Maximum Revolving Credit Loan. Subject to any the provisions of Section 8 and Section 9.2 hereof and until all amounts outstanding in respect of the Revolving Credit Loan shall become due and payable on the Commitment Termination Date, Borrower may from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing)borrow, not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 repay and reborrow under this Section 2.01(a2.1(a). Each Revolving Credit Advance shall be made on notice, given not later than (i) 10:00 A.M. (Chicago time) on the Business Day on which any proposed Revolving Credit Advance is to occur for which the Base Rate is to apply, or (ii) 11:30 A.M. (Chicago time) on the Business Day which is two Business Days prior to any proposed Revolving Credit Advance for which LIBOR is to apply, by Quixote to Agent, which shall give to each Lender prompt written notice thereof by telecopy, telex or cable. Each such notice (a "Notice of Revolving Credit Advance") shall be in writing or by telephone to the Administrative Assistant, South Division, Metropolitan Group Two of Agent at [(000) 000-0000], confirmed immediately in writing, in substantially the form of Exhibit A hereto, specifying therein the requested date and amount of such Revolving Credit Advance and accompanied by a Borrowing Notice. Each Lender shall, not later than 12:00 noon (Chicago time) on each requested date, wire to a bank designated by Agent the amount of that Lender's Revolving Credit Percentage of the requested Revolving Credit Advance. Agent shall, before 2:00 P.M. (Chicago time) on the date of the proposed Revolvig Credit Advance, upon fulfillment of the applicable conditions set forth in Section 3, wire to a bank designated by Borrower and reasonably acceptable to Agent, the amount of such Revolving Credit Advance to the extent received from each Lender. The failure of any Lender to make the Revolving Credit Advance to be made by it shall not relieve any other Lender of its obligation hereunder to make its Revolving Credit Advance. No Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Advance to be made by such other Lender.

Revolving Credit Advances. Each Lender severally agrees, on (a) Upon and subject to the terms and conditions hereinafter set forthherein, Bank agrees to make Revolving Credit Advances to available, at any Borrower time from time to time on any Business Day during the period from the Effective Date until the Termination Date Date, upon the request of Borrower therefor, advances (each, a "Revolving Credit Advance") in an aggregate amount (based outstanding which shall not at any given time exceed the Maximum Revolving Credit Loan Amount. In the event the Revolving Credit Loan exceeds the Maximum Revolving Credit Loan Amount, Borrower shall pay to Bank sufficient sums to reduce the Revolving Credit Loan to the Maximum Revolving Credit Loan Amount. Subject to the provisions of Section 2.3 hereof and until all amounts outstanding in respect of any the Revolving Credit Advance denominated in a Major Currency Loan shall become due and payable on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing)Termination Date, not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a)from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow under this Section 2.01(a).2.2 (a) up to the Maximum Revolving Credit Loan Amount. Each Revolving Credit Advance shall be made on notice, given no later than 11:00 A.M. (New Orleans time) on the Business Day of the proposed Revolving Credit Advance, by Borrower to Bank. Each such notice (a "Notice of Revolving Credit Advance") shall be in writing or by telephone to Bank and such requests shall be fully authorized by Borrower if made by any one of the persons designated hereinbelow. Bank shall, before 5:00 P.M. (New Orleans time) on the date of the proposed Revolving Credit Advance, upon fulfillment of the applicable conditions set forth in Section 3, wire to a bank designated by the Borrower and reasonably acceptable to Bank the amount of such Revolving Credit Advance. Bank shall have the right, but not the obligation, to verify any telephone requests by calling the person who made the request at the telephone number hereinafter set forth opposite his name. The persons who are authorized by Borrower to make personal, written, or telephonic requests of Bank for reborrowing are the following persons: Xxxxx X. Xxxxxxxxx Chairman of the Board 617 421-5400 Sonesta International Hotels Corporation 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Xxxxx X. Xxxxxxxxx Vice-President & Secretary 617 421-5400 Sonesta International Hotels Corporation 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Boy xxx Xxxx Vice President & Treasurer 617 421-5400 Sonesta International Hotels Corporation 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Xxxxx Xxxxxxxxx Controller 133 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000

Revolving Credit Advances. Each Lender severally agrees, on (a) Upon and subject to the terms and conditions hereinafter hereof, Lender agrees to make available, from time to time, until the Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor, advances (each, a "REVOLVING CREDIT ADVANCES") against Borrowing Base Availiblity, in an aggregate outstanding amount, which shall not at any given time exceed the lesser of (i) the Maximum Loan, or (ii) Borrowing Base Availabilty on the date such Revolving Credit Advance is made; PROVIDED, HOWEVER, and it is understood and agreed (i) that the initial Revolving Credit Advance is being made in order to satisfy, among the costs, indebtedness and obligations of Borrower to other lenders which are secured by Liens against Housing Units and Finished Building Lots, (ii) that Loan shall be secured by Mortgages encumbering such Housing Units and Finished Building Lots, and the initial Revolving Credit Advance shall be made notwithstanding that such Housing Units and Finished Building Lots may not qualify as Eligible Collateral or conform to the requirements of the Operating Protocol, (iii) that on September 30, 1995, any of such Housing Units and Finished Building Lots which do not qualify as Eligible Collateral shall be removed from the Borrowing Base and on that date the Borrowing Base availability shall be adjusted accordingly, and (iv) that from and after the date hereof, no additional Housing Units or Finished Building Lots, other than Eligible Housing Units and Eligible Lots, shall be admitted into the Borrowing Base. On the Eligibility Termination Date, (i) no additional Eligible Collateral will be accepted by Lender, (ii) no additional Borrowing Base Availability will be created (other than Construction Costs incurred with respect to Eligible Housing Units and Eligible Model Homes on the existing Finished Building Lots, subject to the limitations set forthforth herein), and (iii) no additional Revolving Credit Advances will be made, except that from the Eligibility Termination Date to the Commitment Termination Date, Lender shall make Revolving Credit Advances to complete Work-in-Progress related to Eligible Collateral for the purpose of liquidating the Eligible Collateral and paying down the outstanding balance of the Loan and Borrower shall be entitled to Revolving Credit Advances to the extent of existing Borrowing Base Availability. During the year following the Eligibility Termination Date and unless the Borrowing Base Availability otherwise shall have been reduced through sales of Eligible Collateral or in accordance with the Operating Protocol, the Borrowing Base Availability shall be automatically reduced as follows: (A) on August 31, 1998, the Borrowing Base Availability shall be reduced to eighty percent (80%) of the sum of Borrowing Base Availability on the Eligibility on the Eligibility Termination Date plus any additions to the Borrowing Base under the immediately preceding sentence (the "FINAL BORROWING BASE AVAILABILITY"), (B) on November 30, 1998, the Borrowing Base Availability shall be reduced to sixty percent (60%) of the Final Borrowing Base Availability and (C) on February 28, 1999, the Borrowing Base Availability shall be reduced to forty percent (40%) of the Final Borrowing Base Availability. Subject to the provisions of Section 2.3 hereof and until all amounts outstanding in respect of the Loan shall become due and payable on the Commitment Termination Date, Borrower may from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing)borrow, not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 repay and reborrow under this Section 2.01(asection 2.1(a).

Revolving Credit Advances. Each Lender severally agreesof the Lenders, relying upon each of the representations and warranties set out in Section 2, hereby agrees with the Borrower that, subject to the terms of this Agreement, it will on the terms and conditions hereinafter set forthDrawdown Dates make its portion of each Revolving Credit Advance (pro rata in proportion to its Commitment), as requested by the Borrower, available through the Administrative Agent to make the Borrower in an aggregate amount not to exceed at any one time outstanding the then available Committed Amount, provided, however, that no Revolving Credit Advances shall be made one month prior to the Termination Date. The initial Revolving Credit Advance shall be in an amount (in an integral multiple of One Million Dollars ($1,000,000)) equal to or exceeding Five Million Dollars ($5,000,000) and each subsequent Revolving Credit Advance shall be in an amount (in an integral multiple of One Million Dollars ($1,000,000)) equal to or exceeding One Million Dollars ($1,000,000). Each Revolving Credit Advance shall be repaid in full, as more fully set forth hereinafter, not later than the Termination Date. Not more than fifteen (15) Revolving Credit Advances may be made in any consecutive twelve (12) month period. Within the limits of this Section 3.2 and upon the conditions herein provided, the Borrower may from time to time borrow pursuant to this Section 3.2, repay Revolving Credit Advances pursuant to Section 5 and reborrow pursuant to this Section 3.2. In addition, on any Business Day during three (3) Banking Days prior written notice to the period from Administrative Agent (which shall promptly furnish a copy to each Lender) the Effective Date until Borrower may convert (x) a LIBOR Advnce to a Base Rate Advance at the Termination Date in end of an aggregate amount Interest Period or (based in respect y) a Base Rate Advance to a LIBOR Advance. The obligation of each Lender to advance its respective portion of any Revolving Credit Advance denominated in a Major Currency on shall be several and not joint with the Equivalent in Dollars determined on the date of delivery of the applicable Notice of other Lenders. With respect to each Revolving Credit Borrowing)Advance, not no Lender shall be obliged to exceed advance to the Borrower (a) with respect to each Revolving Credit Advance, an amount in excess of such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making pro rata share of such Revolving Credit BorrowingAdvance and, the Equivalent (b) when aggregated with all other Advances and Letters of Credit outstanding at any time, an amount in Dollars excess of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit its Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Lender severally agrees, on (a) Upon and subject to the terms and conditions hereinafter set forthhereof, each Lender agrees to make available, from time to time, until the Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor, advances (each, a "Revolving Credit Advances Advance") in an aggregate amount outstanding which shall not at any given time exceed such Lender's Ratable Portion of the Maximum Revolving Credit Loan. Subject to any the provisions of Section 2.4 and 2.6 hereof and until all amounts outstanding in respect of the Revolving Credit Loan shall become due and payable on the Commitment Termination Date, Borrower may from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing)borrow, not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowingrepay and reborrow under this Section 2.1(a) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within within the limits of each Lender’s 's Commitment; PROVIDED, HOWEVER, that all repayments of any LIBOR Rate Loans shall be made on, and only on, the last day of the LIBOR Period for such Loan. Each Revolving Credit CommitmentAdvance shall be made on notice, any given no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Revolving Credit Advance, by Borrower may borrow to Agent. Each such notice (a "Notice of Revolving Credit Advance") shall be in writing or by telephone to account executive (203) 357- 6300, telecopy, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Revolving Credit Advance, (ii) the amount of such Revolving Credit Advance, including, the amount, if any, requested to be LIBOR Rate Loans, (iii) for which purpose under this Section 2.01(a)2.6 hereof such Advance is being requested and (iv) the bank to which the proceeds of such proposed Advance should be wired, prepay pursuant and certifying therein that after giving effect to Section 2.10 such borrowing, (x) the aggregate amount of all Revolving Credit Advances outstanding with respect to such purpose will not exceed the maximum amount permitted to be borrowed for such purpose and reborrow under this Section 2.01(a).(y) the aggregate amount of all Revolving Credit Advances outstanding will not exceed the Maximum

Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective NYDOCS01/1619437.3A 26 Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

Revolving Credit Advances. Each Lender severally agreesBorrower shall, subject to the next succeeding sentence, repay to the Administrative Agent for the ratable account of the Lenders on the terms and conditions hereinafter set forth, to make Revolver Termination Date the aggregate principal amount of the Revolving Credit Advances then outstanding. The Company may, by delivery of a notice in the form of Exhibit B-3 to any Borrower from time the Administrative Agent not less than 10 days' notice prior to time the Revolver Termination Date, elect (the "Term Loan Election") to convert all of the Revolving Credit Advances outstanding on any Business Day during the period from the Effective Date until the Revolver Termination Date in an aggregate amount (based effect at such time into a term loan which the applicable Borrower shall repay in respect of any Revolving Credit Advance denominated in a Major Currency full ratably to the Lenders on the Equivalent Maturity Date; provided that the Term Loan Election may not be exercised if the applicable conditions set forth in Dollars determined Article III have not been satisfied and provided, further, that if (x) the Company has sold all or any part of the Directories Business prior to the Revolver Termination Date, the Company shall, on or prior to the Revolver Termination Date, reduce the aggregate Commitments of the Lenders in accordance with Section 2.05(a) by $500,000,000 and (y) the Company has not sold any part of the Directories Business prior to the Revolver Termination Date, the Company may on or prior to the Revolver Termination Date, (A) reduce the aggregate Commitments of the Lenders in accordance with Section 2.05(a) by $500,000,000 or (B) cause Directories America, Inc. and Centel Directories, LLC to grant to the Administrative Agent, for its benefit and the ratable benefit of the Lenders, a perfected Lien on the date capital stock of delivery Sprint Publishing & Advertising, Inc. and Centel Directory Company to secure $500,000,000 of the applicable Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery obligations of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof Borrowers under this Agreement and shall consist deliver to the Administrative Agent such documents, certificates and opinions of counsel as the Administrative Agent may reasonably request in connection therewith. All Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according converted into a term loan pursuant to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing this Section 2.06(a) shall consist of continue to constitute Revolving Credit Advances of except that the same Type made on the same day by the Lender Borrowers may not reborrow pursuant to Section 2.01 after all or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making any portion of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay have been prepaid pursuant to Section 2.10 and reborrow under this Section 2.01(a)2.10.

Revolving Credit Advances. Each Lender severally agreesExcept as otherwise provided in Section 2.02(b) and Section 2.16, each Revolving Credit Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any third Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Revolving Credit Advance denominated in a Major Currency on the Equivalent in Dollars determined on prior to the date of delivery the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, or the date of the applicable proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Paying Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Revolving Credit Borrowing (a "Notice of Revolving Credit Borrowing), not to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing ") shall be by telephone, confirmed immediately in an aggregate amount not less than $10,000,000 writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto, specifying therein the requested (or the Equivalent thereof in any Major Currency determined on the i) date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars (ii) Type of the Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of outstanding such Revolving Credit Advances denominated Borrowing, and (iv) in Major Currenciesthe case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, together with initial Interest Period for each such Revolving Credit Advance. Each Lender shall, before 1:00 P.M. (New York City time) on the Equivalent date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Paying Agent at the Paying Agent's Account, in Dollars same day funds, such Lender's ratable portion of such Revolving Credit Borrowing. After the Paying Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Paying Agent will make such funds available to the Borrower at the Paying Agent's address referred to in Section 8.02; provided, however, that, in the case of any such Borrowing, the Paying Agent shall first make a portion of such funds equal to the aggregate principal amount of outstanding Competitive Bid any Swing Line Advances denominated in Foreign Currenciesand Letter of Credit Advances made by any Swing Line Bank or any Issuing Bank, would exceed $500,000,000. Within as the limits of each Lender’s case may be, and by any other Revolving Credit CommitmentLender and outstanding on the date of such Revolving Credit Borrowing, any Borrower plus interest accrued and unpaid thereon to and as of such date, available to such Swing Line Bank or such Issuing Bank, as the case may borrow under this Section 2.01(a)be, prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Revolving Credit Advances. Each Lender severally agrees, Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the terms and conditions hereinafter set forth, to make Termination Date the aggregate principal amount of the Revolving Credit Advances to any by such Borrower from time to time on any Business Day during then outstanding. In the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of event any Revolving Credit B Advance denominated in is not paid when due, upon written demand by any PI Lender, with a Major Currency on copy of such demand to the Equivalent in Dollars determined on Administrative Agent, each other Lender shall purchase from such PI Lender, and such PI Lender shall sell and assign to each such other Lender, such other Lender's Pro Rata Share of such outstanding Revolving Credit B Advance as of the date of delivery such demand, by making available for the account of its Applicable Lending Office to the applicable Notice Administrative Agent for the account of Revolving Credit Borrowing)such PI Lender, not by deposit to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be the Administrative Agent's Account, in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by funds, an amount equal to the Lenders ratably according to their respective Revolving Credit Commitments; provided, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making outstanding principal amount of such Revolving Credit BorrowingB Advance to be purchased by such Lender. PI hereby agrees to each such sale and assignment. Upon any such assignment by such PI Lender to any other Lender of a portion of a Revolving Credit B Advance, such PI Lender represents and warrants to such other Lender that such PI Lender is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Revolving Credit B Advance, the Equivalent in Dollars Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit B Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such PI Lender until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of such PI Lender on any Business Day, the outstanding principal amount of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate B Advance made by such PI Lender shall be reduced by such amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)on such Business Day.

Revolving Credit Advances. Each Lender severally agrees, on (a) Upon and subject to the terms and conditions hereinafter set forthhereof, each Lender severally and not jointly agrees to make available, from time to time, until the Revolving Commitment Termination Date, for each Borrower's use and upon the request of Holdings therefor, its Pro Rata Share of advances (each, a "REVOLVING CREDIT ADVANCE") in an aggregate amount which shall not at any given time exceed an amount equal to the sum of (i) the Revolving Credit Advances Loan Commitment LESS (ii) the amount of the Letter of Credit Obligations outstanding at such time LESS (iii) such reserves as Agent deems customary or appropriate for a transaction of the nature contemplated by this Agreement and the other Loan Documents (collectively, "BORROWING AVAILABILITY"); PROVIDED, THAT no Revolving Credit Advance shall be made to any a Borrower if, immediately prior and after giving actual and pro forma effect thereto, such Borrower shall not be Solvent. Until all amounts outstanding in respect of the Revolving Credit Loan shall become due and payable on the Revolving Commitment Termination Date, Borrowers may from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount borrow, repay (based in respect of any subject to SECTION 1.12(C)) and reborrow under this SECTION 1.1(A). Each Revolving Credit Advance denominated in a Major Currency shall be made on notice by Holdings to the individual designated by Agent from time to time as its representative responsible for receiving such notice, such notice to be given no later than (1) 11:00 a.m. (New York time) on the Equivalent Business Day of the proposed Revolving Credit Advance, in Dollars determined the case of an Index Rate Loan, or (2) 11:00 a.m. (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of delivery a LIBOR Loan; PROVIDED, HOWEVER, that unless Holdings shall also have complied with the requirements of SECTION 1.5(E), all such Revolving Credit Advances shall bear interest by reference to the applicable Index Rate. Each such notice (a "NOTICE OF REVOLVING CREDIT ADVANCE") shall be substantially in the form of EXHIBIT A hereto, specifying the information requested therein and such other information as may be required by Agent and shall be given in writing (by telecopy) or by telephone confirmed immediately in writing. Agent shall be entitled to rely upon, and shall be fully protected under this Agreement in relying upon, any Notice of Revolving Credit Borrowing), not Advance believed by Agent to exceed such Lender’s Unused Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) in excess thereof genuine and shall consist of Revolving Credit Advances of to assume that each Person executing and delivering the same Type made on was duly authorized unless the same day by the Lenders ratably according to their respective Revolving Credit Commitments; providedresponsible individual acting thereon for Agent shall have, however, that if there is no unused portion of the Commitment of one or more Lenders at the time of any requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to the aggregate Unused Commitments. Notwithstanding anything herein reliance thereon, actual knowledge to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).