Common use of The Advances Clause in Contracts

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

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

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

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

The Advances. (a) Each Lender severally agrees, on the ------------------------- terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date date hereof until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or's Advance Commitment, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementprovided, the Dollar amount set forth for such Lender in such Assumption Agreement orthat, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”); provided that the Lenders shall -------- ---- not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing Borrowing, either (i) the sum of the then-then outstanding aggregate amount of all Borrowings Borrowings, the aggregate Swing Line Commitment then in effect (computed without giving regard to usage), the then outstanding Hedge Agreements Exposure and the then outstanding aggregate amount of all Letter of Credit Liability shall exceed the aggregate amount of the Commitments LC Commitment in effect from time to time, or (ii) the sum of the then outstanding aggregate amount of all Borrowings, the aggregate Swing Line Commitment then in effecteffect (computed without giving regard to usage), the then outstanding Hedge Agreements Exposure and the outstanding aggregate amount of all Letter of Credit Liability in respect of Standby Letters of Credit shall exceed the aggregate amount of the Advance Commitment in effect from time to time. Each Borrowing shall be in an aggregate amount not less than (A) $15,000,000, in the case of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple a Borrowing consisting of Eurodollar Rate Advances and (B) $1,000,000, £1,000,000in the case of a Borrowing consisting of Base Rate Advances, €1,000,000 or ¥100,000,000, as applicableor, in each case, in integral multiples of $1,000,000 in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Advance Commitments. Within the limits of each Lender’s 's Advance Commitment, the Borrower may from time to time may borrow under this Section 2.01borrow, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances denominated in Dollars or any Committed Currency to the any Borrower 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 Advances to be denominated in a Committed Currency on by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Revolving Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name Commitment (which shall include, on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreementand after the Additional Commitment Availability Date, the Dollar amount set forth for such Lender Additional Commitments in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to accordance with clause (b) of this Section 8.07(c2.01 below), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 not less than the Borrowing Minimum or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, the Borrowing Multiple in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the any Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01. (b) On the Effective Date, (A) the aggregate principal amount of the advances outstanding under each of Tranche A and Tranche B of (and each as defined in) the Existing Credit Agreement (such advances, the “Existing Advances”) immediately prior to the Effective Date shall be deemed to be repaid, (B) each of the applicable Borrowers shall be deemed to have made new Borrowings (the “Effective Date Borrowings”) each in an aggregate principal amount equal to the aggregate principal amount of the Existing Advances of such Borrower and of the Types, in the currencies and for the Interest Periods specified in a Notice of Revolving Borrowing delivered in accordance with Section 2.02 prior to the Effective Date, (C) each Lender shall pay to the Agent in accordance with Section 2.02 an amount equal to the difference, if positive, between (x) such Lender’s Ratable Share of the Effective Date Borrowings and (y) the amount of such Existing Advances held by such Lender immediately prior to the Effective Date, if any, (D) after the Agent receives the funds specified in clause (C) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) the amount of Existing Advances held by such Lender immediately prior to the Effective Date and (2) such Lender’s Ratable Share of the amount of the Effective Date Borrowings, (E) each Lender shall hold its Ratable Share of each Effective Date Borrowing and (F) the Borrowers shall pay each Lender any and all accrued but unpaid interest on the Existing Advances held by such Lender immediately prior to the Effective Date. The Lenders hereby waive the right to deemed compensation pursuant to Section 9.04(c) hereof in respect of any deemed payments made pursuant to clause (A) above. (c) On the Additional Commitment Availability Date, (A) the aggregate principal amount of the Advances outstanding (for the purposes of this Section 2.01(c), the “Initial Advances”) immediately prior to the Additional Commitment Availability Date shall be deemed to be repaid, (B) each of the applicable Borrowers shall be deemed to have made new Borrowings (for the purposes of this Section 2.01(c), the “Subsequent Borrowings”) each in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances of such Borrower and of the Types, in the currencies and for the Interest Periods specified in a Notice of Revolving Borrowing delivered in accordance with Section 2.02 prior to the Additional Commitment Availability Date, (C) each Lender shall pay to the Agent in accordance with Section 2.02 an amount equal to the difference, if positive, between (x) such Lender’s Ratable Share (calculated including the Additional Commitments) of the Subsequent Borrowings and (y) such Lender’s Ratable Share (calculated excluding the Additional Commitments) of the Initial Advances, (D) after the Agent receives the funds specified in clause (C) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Ratable Share (calculated excluding the Additional Commitments) of the Initial Advances and (2) such Lender’s Ratable Share (calculated including the Additional Commitments) of the amount of the Subsequent Borrowings, (E) each Lender shall hold its Ratable Share of each Subsequent Borrowing (each calculated including the Additional Commitments) and (F) the Borrowers shall pay each Lender any and all accrued but unpaid interest on the Initial Advances held by such Lender immediately prior to the Additional Commitment Availability Date. The Lenders hereby waive the right to deemed compensation pursuant to Section 9.04(c) hereof in respect of any deemed payments made pursuant to clause (A) above.

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

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

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

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

The Advances. (i) Each Lender severally agrees, on the terms and conditions hereinafter set forth, forth to make Advances to the Company and any Designated Borrower in Dollars or an Alternate Currency from time to time on any Business Day during the period from the Effective Date until the latest Extended Termination Date applicable to such Lender in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”); provided that (A) at no time shall the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-aggregate outstanding aggregate principal amount of all Borrowings shall Advances (determined, in the case of an Advance denominated in an Alternate Currency, at the Dollar Equivalent thereof) exceed the aggregate total amount of the Commitments then at such time; and (B) at no time shall the Dollar Equivalent of the aggregate outstanding principal amount of all Advances denominated in effect. an Alternate Currency to the Borrowers exceed the Foreign Currency Sublimit. (ii) Within the limits of each Lender’s Commitment and subject to the limitation set forth in Section 2.07(c), each Borrower may borrow, repay, prepay (as provided in Section 2.07) and reborrow such amount or any portion thereof. (iii) Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicablein excess thereof (or, in excess thereof, except that any the case of a Borrowing may be denominated in an amount equal Alternate Currency, the Foreign Currency Equivalent thereof in such Alternate Currency, rounded to the remaining unused nearest 1,000,000 units of such Alternate Currency) or, if less, the aggregate amount of the unused Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

The Advances. (a) The Revolving Credit ------------ -------------------- Advances. Each Lender severally agrees, on the terms and -------- conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the earlier of the Revolver Termination Date and the Term Loan Conversion Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 the signature pages hereof or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for as the Commitment of such Lender in such Assumption Agreement or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Paying Agent pursuant to Section 8.07(c8.06(d), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “'s "Commitment”"); , provided that (i) the Lenders ---------- -------- Facility Usage shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments of the Lenders and (ii) the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then in effectoutstanding and such deemed use of the aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their respective Commitments (such deemed use of the aggregate amount of the Commitments being a "Competitive Bid Reduction"). Each ------------------------- Revolving Credit Borrowing shall be in an aggregate minimum amount of $10,000,000, in the case of Eurodollar Rate Advances, or $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple in the case of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing Base Rate Advances and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment, the Borrower from time to time may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.012.01(a).

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances in Dollars or in any Alternate Currency to the each Borrower under this Section 2.01 (each, an “Advance”) from time to time on any Business Day during the period from the Effective Date until the Commitment Termination Date in an aggregate principal amount (based computed as of the second Business Day next preceding the Business Day on which such Advance is made or is scheduled to be made, in respect the case of any Advances denominated in a Committed Currency on an Alternate Currency, as the Dollar Equivalent in Dollars determined on the date of delivery of the applicable Notice aggregate principal amount of Borrowingall Advances denominated in an Alternate Currency outstanding or to be made outstanding as of the Business Day on which such Advance is made or is scheduled to be made) not to exceed at any one time outstanding up to but not exceeding (in the Dollar aggregate for both Borrowers) the amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I or, if such Lender has entered into an any Additional Commitment Agreement or Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 2.16 or 2.17 (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. . (b) Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 15,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicablein excess thereof or, in excess thereof, except that any the case of a Borrowing may be denominated in an amount equal to Alternate Currency, the remaining unused amount of the Commitments or the Alternate Currency Equivalent thereof in a Committed such Alternate Currency (computed as of the second Business Day next preceding the date of such Borrowing), rounded to the nearest 1,000 units of such Alternate Currency. Each Borrowing , and shall consist of Advances of the same Type made on the same day in the same Currency by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the each Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01. (c) The Administrative Agent shall maintain a written record of each Advance made by a Lender to a Borrower, and of each repayment of principal of, and payment of interest on, such Advance made by such Borrower for the account of such Lender. Upon the prior written request of any Lender delivered by such Lender to the Administrative Agent and the Borrowers, each of the Borrowers shall execute and deliver to such Lender a Note to the order of such Lender. (d) No Base Rate Advance may be borrowed in a Currency other than Dollars.

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

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

The Advances. (a) Each Lender Bank severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date date hereof until the Termination day immediately preceding the Maturity Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such LenderBank’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), I hereto as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 2.05 hereof (such LenderBank’s “Commitment”); provided provided, however, that (i) the Lenders Outstanding Credits of the Parent shall not be obligated toexceed $400,000,000 at any time, (ii) the Outstanding Credits of UI shall not exceed $250,000,000 at any time, (iii) the Outstanding Credits of each of Southern Connecticut and Connecticut Gas shall not exceed $150,000,000 at any time, and (iv) the Outstanding Credit of Berkshire Gas shall notnot exceed $50,000,000 at any time; and provided further, make any Advances as part the aggregate Outstanding Credits of a Borrowing if after giving effect to such Borrowing the sum all of the then-outstanding aggregate amount of all Borrowings Borrowers shall not exceed the aggregate amount of the Commitments then in effectat any time. Each Base Rate Borrowing shall be in an integral multiple of $1,000,000, and each Eurodollar Rate Borrowing shall be in an aggregate amount of not less than $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type and, in the case of Eurodollar Rate Advances, having Interest Periods of the same duration, made on the same day to a single Borrower by the Lenders Banks ratably according to their respective Commitments. Within the limits of each LenderBank’s Commitment, the Borrower Borrowers may from time to time may borrow under this Section 2.01borrow, repay, prepay pursuant to Section 2.10 and 2.11 hereof, reborrow under this Section 2.012.01 and request the issuance of Letters of Credit under Section 2.03. (b) Any Bank may request that any Advances made by it be evidenced by one or more promissory notes. In such event, each Borrower shall prepare, execute and deliver to such Bank one or more promissory notes payable to the order of such Bank (or, if requested by such Bank, to such Bank and its assignees) and in a form approved by the Administrative Agent.

The Advances. (a) The Revolving Credit A Advances. ------------ ------------------------------- Each Lender of the Revolving Credit A Lenders severally agrees, on the terms and conditions hereinafter set forth, to make Advances (i) advances (each, an "ACQUISITIONS ADVANCE") in U.S. dollars to Fox Kids, Saban and/or FCN Holding on any Business Day during the period from the date of this Agreement until the Phase II Closing Date and (ii) advances (together with the Acquisitions Advances, the "REVOLVING CREDIT A ADVANCES") in U.S. dollars to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Phase II Closing Date until the Termination Date Date, in each case in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed the Unused Revolving Credit A Commitment of such Revolving Credit A Lender at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum time. Each of the then-outstanding aggregate amount of all Revolving Credit A Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereofthereof (or, except that any Borrowing may be in an amount equal to if less, the remaining unused amount of the aggregate Unused Revolving Credit A Commitments at such time); provided that each of the Revolving Credit A Borrowings made by an Appropriate Borrower on the Phase I Closing Date may be made in the aggregate amount required by such Appropriate Borrower on such date to finance the Acquisitions, to repay certain Indebtedness of Saban outstanding on such date or to pay fees and expenses incurred in connection with the consummation of the Acquisitions, the Reorganization or the Equivalent thereof in a Committed CurrencyFacilities (adjusted to the next highest dollar). Each Borrowing of the Revolving Credit A Borrowings shall consist of Revolving Credit A Advances made simultaneously by the Revolving Credit A Lenders in accordance with their respective Pro Rata Shares of the same Type made on the same day by the Lenders ratably according to their respective CommitmentsRevolving Credit A Facility. Within the limits of the Unused Revolving Credit A Commitments of each Lender’s Commitment, of the Borrower Revolving Credit A Lenders in effect from time to time and subject to the next succeeding sentence, each of the Borrowers (other than Merger Corporation) may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.10 2.05(a) and reborrow under this Section 2.012.01(a). Notwithstanding any of the other provisions of this Agreement, Fox Kids may only borrow under this Section 2.01(a) on the Phase I Closing Date and, then, only to the extent necessary to finance the Acquisitions and to pay fees and expenses incurred in connection with the consummation of the Acquisition and the Facilities.

The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in either Permitted Currency to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Closing Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s 's name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement 1 hereto or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c9.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 2.08(c) hereof (such Lender’s “Commitment”'s "COMMITMENT"); provided PROVIDED, HOWEVER, that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of Advances made under this Section 2.01 shall not exceed $25 million (or the Commitments then Euro Equivalent thereof) until the conditions precedent specified in effectSection 3.02 hereof shall have been satisfied; PROVIDED, FURTHER, that so long as the High Yield Notes remain outstanding and except for Advances made for the purpose of Network Financing Borrowings, the aggregate amount of Advances made under this Section 2.01 shall not exceed $100 million (or the Euro Equivalent thereof) plus 80% of the Consolidated book value of the accounts receivable of the Parent and its Restricted Subsidiaries determined in accordance with GAAP; PROVIDED, FURTHER, that no Borrowing may be made during the Restricted Period unless each of the Initial Lenders in its sole discretion consents. Each Borrowing shall be in an aggregate amount of (i) $5,000,0005 million (or in the case of Borrowings denominated in Euros, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, Euro 5 million) or an integral multiple of $1,000,000500,000 (or in the case of Borrowings denominated in Euros, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, Euro 500,000) in excess thereof, except that any Borrowing may be in an amount equal to thereof or (ii) the remaining unused entire amount of the undrawn Commitments or of the Equivalent thereof in a Committed Currency. Each Borrowing Lenders, and shall consist of Advances of the same Type made on the same day in the same Permitted Currency by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrower from time to time may borrow Amounts borrowed under this Section 2.01, prepay pursuant to Section 2.10 2.01 and reborrow under this Section 2.01repaid or prepaid may not be reborrowed.

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

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

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until date hereof to and including the day prior to the Termination Date Date, in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) outstanding not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I hereto or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 2.04(a) (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part each Issuing Bank agrees to issue Letters of a Borrowing if after giving effect to such Borrowing Credit for the sum account of the then-outstanding Borrower from time to time on any Business Day during the period from the date hereof until the tenth Business Day prior to the Termination Date in an aggregate amount of all Borrowings shall not to exceed the aggregate amount of the Commitments then in effectsuch Issuing Bank’s LC Commitment. Each Borrowing shall be in an aggregate amount of not less than $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 10,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the remaining unused amount of the Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within Until the day prior to the Termination Date, within the limits of each Lender’s Commitment, the Borrower may from time to time may borrow under this borrow, repay pursuant to Section 2.01, 2.05 or prepay pursuant to Section 2.10 2.10(b) and reborrow under this Section 2.01. In no event shall the Borrower be entitled to request or receive any Extension of Credit that would cause the aggregate Outstanding Credits to exceed the Commitments. (b) Any Lender may request that the Advances made by it be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its assignees) and in a form approved by the Administrative Agent.

The Advances. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances advances in Dollars or in any Alternate Currency to the each Borrower under this Section 2.01 (each, an “Advance”) from time to time on any Business Day during the period from the Effective Date date hereof until the Commitment Termination Date in an aggregate principal amount (based computed as of the second Business Day next preceding the Business Day on which such Advance is made or is scheduled to be made, in respect the case of any Advances denominated in a Committed Currency on an Alternate Currency, as the Dollar Equivalent in Dollars determined on the date of delivery of the applicable Notice aggregate principal amount of Borrowingall Advances denominated in an Alternate Currency outstanding or to be made outstanding as of the Business Day on which such Advance is made or is scheduled to be made) not to exceed at any one time outstanding up to but not exceeding (in the Dollar aggregate for both Borrowers) the amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement I or, if such Lender has entered into an any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 2.16 (such Lender’s “Commitment”); provided that the Lenders shall not be obligated to, and shall not, make any Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. . (b) Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, 15,000,000 or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicablein excess thereof or, in excess thereof, except that any the case of a Borrowing may be denominated in an amount equal to Alternate Currency, the remaining unused amount of the Commitments or the Alternate Currency Equivalent thereof in a Committed such Alternate Currency (computed as of the second Business Day next preceding the date of such Borrowing), rounded to the nearest 1,000 units of such Alternate Currency. Each Borrowing , and shall consist of Advances of the same Type made on the same day in the same Currency by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the each Borrower from time to time may borrow under this Section 2.01, prepay pursuant to Section 2.10 2.09 and reborrow under this Section 2.01. (c) The Administrative Agent shall maintain a written record of each Advance made by a Lender to a Borrower, and of each repayment of principal of, and payment of interest on, such Advance made by such Borrower for the account of such Lender. Upon the prior written request of any Lender delivered by such Lender to the Administrative Agent and the Borrowers, each of the Borrowers shall execute and deliver to such Lender a Note to the order of such Lender. (d) No Base Rate Advance may be borrowed in a Currency other than Dollars.