Common use of Commitment to Lend Clause in Contracts

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date Date, upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 2.9 (but subject to the limitations set forth in Section 2.9) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such BankCommitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing and the Borrower's Commitment Percentage of the sum of the Maximum Drawing Amount financial statements as required pursuant to Section 2.6(iii) shall demonstrate compliance with all covenants set forth therein; and all Unpaid Reimbursement Obligationsprovided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such requestrequest (except as otherwise permitted in Paragraph 4 of the form of Loan Request with respect to warranties and representations). No Bank shall have any obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS and (b) such Bank's Commitment Percentage of the sum Borrowing Base, provided, that, in all events no Default or Event of the Maximum Drawing Amount Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and provided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans (other than Swing Loans) shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such request. No Bank shall have any obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS ), including the Swing Line Loans, plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6§2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's ’s Commitment MINUS minus such Bank's ’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Loans Revolving Credit Loans, Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $175,000,000 at any time exceed time, as such amount may be reduced or increased pursuant to §2.2 hereof (the “Total Commitment”). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's ’s Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 §9 and ss.12§10, in as the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loansmay be, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Dollar Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Revolver Maturity Date upon notice by the Borrower to the Dollar Agent given in accordance with ss.2.6ss.8.3, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Dollar Bank's Commitment MINUS minus such Dollar Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolver Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Dollar Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 ss.14 and ss.12ss.15, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12ss.15, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's ----- Revolving Credit Loan Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the -------- outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement ---- Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Revolving --- ---- Credit Loan Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 (S)12 and ss.12(S)13, in the case of the initial Revolving Credit Loans to be made on the Closing Effective Date, and ss.12(S)13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the each Borrower may borrow, repay, and reborrow from time to time between from the Closing Effective Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the a Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, such sums as are requested by the such Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lender’s Commitment MINUS minus such Bank's Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentRevolving Credit Commitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 §12 and ss.12§13, in the case of the any initial Revolving Credit Loans to be made on the Closing Effective Date, and ss.12§13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding Outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment MINUS such Bank's Commitment Percentage of PROVIDED the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding Outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) ), PLUS the Maximum Drawing Amount and Amount, PLUS all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment. The Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 12 and ss.12Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6ss.2.7, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount, the Acceptance Face Amount and all Unpaid Reimbursement Obligations, PROVIDED ; provided that the sum of the outstanding aggregate amount of the all Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and Amount, plus the Acceptance Face Amount, plus all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Obligors that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding Outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding Outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6§2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lender’s Commitment MINUS minus such Bank's Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus Swing Line Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total CommitmentCommitment at such time and (ii) the Borrowing Base at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 §11 and ss.12§12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12§12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower (the "Loans"), and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.5, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount outstanding Outstanding (after giving effect to all amounts requestedrequested and the amount of Letters of Credit Outstanding) at any one time equal to the lesser of (a) such Bank's Commitment MINUS minus an amount equal to such Bank's participations in the aggregate Letters of Credit Outstanding and (b) an amount equal to the Borrowing Base multiplied by such Bank's Commitment Percentage minus an amount equal to such Bank's participations in the aggregate Letters of the sum Credit Outstanding; provided, that, in all events no Default or Event of the Maximum Drawing Amount Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and provided, PROVIDED further that the sum of the outstanding amount of the Outstanding Loans (after giving effect to all amounts requested) PLUS and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Letters of Credit Outstanding shall not at any time anytime exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and to the Revolving Credit Loan Final Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, ; PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of §2.5 and the other terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given and approved by the Agent in accordance with ss.2.6§2.5, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding of Outstanding Obligations (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsLender’s Commitment, PROVIDED provided that the sum of the outstanding amount of the Loans Outstanding Obligations (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment PercentageLender’s Facility Percentage and the Lenders shall at all times immediately adjust inter se any inconsistency between each Lender’s outstanding principal amount and each Lender’s Commitment. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, §00 xx §00 (whichever is applicable) have been satisfied in all material respects on the date of such requestrequest and will be satisfied on the proposed Borrowing Date of the requested Loan, provided that the making of such representation and warranty by Borrower shall not limit the right of any Lender not to lend upon a determination by the Majority Lenders that such conditions have not been satisfied.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Term Out Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total CommitmentCommitment and (b)(i) the Borrowing Base plus (ii) the Applicable Overadvance Amount. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by each of the Borrower Borrowers that the conditions set forth in ss.11 ss.12 and ss.12ss.13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower (the "Loans"), and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.5, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount outstanding Outstanding (after giving effect to all amounts requested and the amount of Swing Line Loans and Letters of Credit Outstanding) at any one time equal to the lesser of (a) such Bank's Commitment minus an amount equal to such Bank's participations in the Outstanding Swing Line Loans and aggregate Letters of Credit Outstanding and (b) an amount equal to the Borrowing Base multiplied by such Bank's Commitment Percentage minus an amount equal to such Bank's participations in the Swing Line Loans and aggregate Letters of Credit Outstanding; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further that the Outstanding Loans (including the Swing Line Loans, after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage and the Letters of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Credit Outstanding shall not at any time anytime exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such request."

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date Date, upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 2.9 (but subject to the limitations set forth in Section 2.9) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such BankCommitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing and the Borrower's Commitment Percentage of the sum of the Maximum Drawing Amount financial statements as required pursuant to Section 2.6(iii) shall demonstrate compliance with all covenants set forth therein; and all Unpaid Reimbursement Obligationsprovided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such requestrequest (except as otherwise permitted in Paragraph 4 of the form of Loan Request with respect to warranties and representations). No Bank shall have any obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note. Notwithstanding anything herein to the contrary, the Banks shall have no obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than $750,000,000.00, provided that after BankBoston sells down its present Commitment to $100,000,000.00, the Total Commitment shall be increased up to a maximum of $850,000,000.00 as and when one or more Banks shall acquire from BankBoston all or a portion of the additional Commitment of $100,000,000.00.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees (a) on the Closing Date, to convert the revolving credit loans and letters of credit outstanding under the Existing Credit Agreement, if any, to Revolving Credit Loans and Letters of Credit under this Credit Agreement and (b) to lend to the US Borrower and the US Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the US Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the US Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS (as such BankCommitment has been deemed to be reduced by such Lender's Swingline Exposure), minus the amount of such Lender's Commitment Percentage of the sum Letter of the Maximum Drawing Amount and all Unpaid Reimbursement Credit Obligations; provided, PROVIDED that the sum of the outstanding amount of the Loans Total Revolver Exposure (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall does not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the US Borrower that the conditions set forth in ss.11 Section 12 and ss.12Section 13 hereof, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 13 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and until the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lender’s Commitment MINUS minus such Bank's Lender’s Commitment Percentage of (i) the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsObligations plus (ii) the outstanding amount of Swing Line Loans, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not at any time exceed the lesser of (i) the Total CommitmentCommitment at such time and (ii) the Borrowing Base at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 §11 and ss.12§12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12§12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6§2.6, such sums sums, in Dollars or at the Borrower’s option from time to time, subject to §2.9, in an Optional Currency, as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's ’s Commitment MINUS minus such Bank's ’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the Dollar Equivalent of the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's ’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 §12 and ss.12§13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12§13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Each Prime Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars, or subject to §2.9, in an Optional Currency.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees (i) on the Closing Date, to convert the Existing Revolving Credit Loans, if any, to Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6§3.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided, PROVIDED that however, notwithstanding the foregoing, the aggregate amount of the outstanding Revolving Credit Loans shall not exceed $55,075,000.00 at any time. After the Formula Date, the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total CommitmentCommitment and (b) the Borrowing Base. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 §12 and ss.12§13, in the case of the initial conversion of the Existing Revolving Credit Loans to Revolving Credit Loans to be made on the Closing Date, and ss.12§13, in the case of all other Revolving Credit Loans, have been satisfied or waived in writing by the Majority Banks and the Agent on the date of such request.

Commitment to Lend. Subject to the terms and conditions set ------------------ forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Revolving ----- Credit Loan Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the -------- outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid ---- Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance --- ---- with each Bank's Revolving Credit Loan Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 (S)12 and ss.12(S)13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12(S)13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally (and not jointly) agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Termination Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentAvailability. The Revolving Credit Loans shall be made PRO RATA in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Loans to be made on the Closing DateRevolving Credit Loans, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the each Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the a Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the such Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentRevolving Credit Commitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 Section 13 and ss.12Section 14, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 14, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in ------------------ this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount ----- and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the -------- outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement ---- Obligations shall not at any time exceed the Total Revolving Credit Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's --- ---- Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 (S)13 and ss.12(S)14, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12(S)14, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage Commitment, PROVIDED, that, in all events no Default or Event of the sum of the Maximum Drawing Amount Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and PROVIDED, PROVIDED FURTHER, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment LESS the amount of the Interest Reserve. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such request. No Bank shall have any obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note. Notwithstanding anything herein to the contrary, the Banks shall have no obligation to make Loans to the Borrower in the maximum aggregate principle amount of more than (a) $15,000,000.00 at any time prior to December 31, 2000 and (b) $10,000,000.00 at any time on or after December 31, 2000.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers as joint and several borrowers, and the Borrower Borrowers may on a joint and several basis borrow, repay, and reborrow reborrow, from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Termination Date upon notice by the Borrower Borrowers to the Agent Agents given in accordance with ss.2.6ss.2.6.1, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount Commitment Reserve and all Unpaid Reimbursement Letter of Credit Obligations, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Letter of Credit Obligations shall not at any time exceed the least of (i) the Total CommitmentCommitment in effect at such time MINUS the Commitment Reserve, (ii) the Borrowing Base and (iii) the amount approved to be borrowed by way of Loans and Letter of Credit Obligations in the Final Order. The Loans shall be made PRO RATA in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by each of the Borrower Borrowers that the conditions set forth in ss.11 ss.13 and ss.12ss.14, in the case of the initial Loans to be made on the Closing Date, and ss.12ss.14, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set ------------------ forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCommitment, PROVIDED provided that -------- the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in --- ---- accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 (S)10 and ss.12(S)11, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12(S)11, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6sec.2.7, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS the amount by which the Swing Line Loans outstanding at such time shall be deemed to have used such Bank's Commitment pursuant to sec.2.10 hereof, MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the outstanding amount of the Swing Line Loans, PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 sec.12 and ss.12sec.13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12sec.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally (and not jointly) agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentAvailability. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Loans to be made on the Closing DateRevolving Credit Loans, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.6Section 2.6 hereof, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS Amount minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentMaximum Availability. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 Section Section 11 and ss.1212 hereof, in the case of the initial Loans to be made on the Closing Date, and ss.12Section 12 hereof, in the case of all other Loans, have been satisfied on the date of such requestrequest or waived by the Banks in accordance with Section 26 hereof.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date date of this Credit Agreement and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6, Section 2.5 such sums as are may be requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts Loans then being requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; PROVIDED THAT (i) subject to Section 2.7 hereof, PROVIDED that such borrowings up to a maximum aggregate principal amount outstanding (after giving effect to all Loans then being requested) at any one time equal to a Dollar Equivalent of $100,000,000 may be requested by the Borrower to be made in Euros, (ii) all other borrowings shall be in Dollars, and (iii) the sum of the Dollar Equivalent of the outstanding amount of the Loans (after giving effect to all amounts Loans then being requested) PLUS plus the Maximum Drawing Amount and plus all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 8 and ss.12Section 9, in the case of the initial Loans to be made on the Closing Date, and ss.12Section 9, in the case of all other Loans, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars or, subject to Section 2.7 hereof, in Euros.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit AgreementAgreement (including, without limitation, Section 2.11 hereof), each of the Banks Bank Lender and each Lender Group severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and to (but not including) the Revolving Credit Loan Maturity Conversion Date upon notice by the Borrower to the Administrative Agent (with a copy to each Interest Rate Hedge Provider) given in accordance with ss.2.6Section 2.7, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsBorrower, PROVIDED provided that the sum of the outstanding unpaid principal amount of the all Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total CommitmentCommitment at such time and (ii) the Borrowing Base at such time and provided further that the Conduit Lender in such Lender Group may, in its sole discretion, make a Loan to the Borrower in a principal amount equal to its Lender Group Percentage of such requested Loan; it being understood and agreed that, at no time will a Conduit Lender have any obligation to make any Loan; and if such Conduit Lender declines to make any such Loan, the Bank Lenders in such Lender Group shall make Loans in an aggregate principal amount equal to the related Lender Group Percentage of such requested Credit Loan. The Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Lender Group’s Lender Group Percentage. Each request for a Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, Section 12 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED ; provided that the sum of the outstanding amount of the Loans Total Exposure (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed an amount equal to the Maximum Available Amount; provided, further, that the Borrowers shall not permit the Total CommitmentExposure (after giving effect to all amounts requested) to exceed $85,000,000 (the "Clean Down Amount") during any one (1) thirty (30) consecutive day period occurring during Starter's first fiscal quarter in each calendar year ending after December 31, 1997. The Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Effective Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 12 and ss.12Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions ------------------- set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date date of this Credit Agreement and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6, Section 2.5 such sums as are may be requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts Loans then being requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED ; provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts Loans then being requested) PLUS plus the Maximum Drawing Amount and plus all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 9 and ss.12Section 10, in the case of the initial Loans to be made on the Closing Date, and ss.12Section 10, in the case of all other Loans, have been satisfied on the date of such request. Each Loan shall be denominated in Dollars.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date date of this Credit Agreement and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6, §2.5 such sums as are may be requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requestedLoans then being requested and the payment of Settlement Amounts on the applicable Drawdown Date pursuant to §2.10(a)) at any one time equal to such Bank's Lender’s Commitment MINUS then in effect minus such Bank's Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount at such time and all Unpaid Reimbursement ObligationsObligations at such time; provided that (i) subject to §2.7 hereof, PROVIDED that the sum of the such borrowings up to a maximum aggregate principal amount outstanding amount of the Loans (after giving effect to all amounts Loans then being requested) PLUS at any one time equal to a Dollar Equivalent of $100,000,000 may be requested by the Borrower to be made in Euros, (ii) all other borrowings shall be in Dollars, and (iii) the sum of the Dollar Equivalent of the aggregate principal amount of all of the Loans at any time outstanding (after giving effect to all Loans then being requested) plus the Maximum Drawing Amount and at such time plus all Unpaid Reimbursement Obligations at such time shall not at any time exceed the Total CommitmentCommitment then in effect. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 §9 and ss.12§10, in the case of the initial Loans to be made on the Closing Date, and ss.12§9, in the case of all other Loans, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars or, subject to §2.7 hereof, in Euros.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6sec.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total CommitmentCommitment and (b) the Borrowing Base MINUS the outstanding amount of the Term Loan, and PROVIDED FURTHER that in no event shall the sum of the outstanding amount of the Term Loan PLUS the outstanding amount of Revolving Credit Loans PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Borrowing Base. The Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 sec.12 and ss.12sec.13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12sec.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lenders Commitment MINUS and (b) such Bank's Lenders Commitment Percentage of the sum Borrowing Base; provided, that, in all events no Default or Event of Default shall have occurred and be continuing and the Maximum Drawing Amount Borrowers financial statements as required pursuant to Section 2.6(iii) shall demonstrate compliance with all covenants set forth therein; and all Unpaid Reimbursement Obligationsprovided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Lenders Commitment Percentage. Each request for a The Loan hereunder Request shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such requestfunding. Notwithstanding anything herein to the contrary, the Lenders shall have no obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than $35,000,000.00, until the Total Commitment shall be increased, up to a maximum of $50,000,000.00, as and when one or more Lenders shall acquire from BKB all or a portion of the additional uncommitted Commitment of $15,000,000.00.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Loans Revolving Credit Loans, Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $200,000,000 at any time exceed time, as such amount may be reduced pursuant to ss.2.2 hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 ss.9 and ss.12ss.10, in as the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loansmay be, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and Borrowers on the Borrower may borrow, repay, and reborrow from time to time between the Initial Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6, such sums as are requested by the Borrower Borrowers for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount outstanding (equal to such Lender's Term Loan Commitment; PROVIDED, that, all conditions under Sections 10 and 11 shall have been satisfied; and PROVIDED, FURTHER, that after giving effect to all amounts requested) at any one time equal advances of credit to such Bank's Commitment MINUS such Bank's Commitment Percentage of be made under this Agreement on the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that Initial Closing Date the sum of the outstanding principal amount of the Revolving Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Letter of Credit Exposure plus the outstanding principal amount of the Term Loans shall not at any time exceed either (i) the Total CommitmentCommitment or (ii) the Borrowing Base Availability. The Term Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment PercentagePercentage in the Term Loan Commitments. Each The request for a Term Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that all of the conditions set forth in ss.11 Section 10 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, Section 11 have been satisfied on as of the date of such requestInitial Closing Date.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Dollar Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Dollar Agent given in accordance with ss.2.6Section 8.3, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Dollar Bank's Commitment MINUS minus such Dollar Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolver Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Dollar Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 14 and ss.12Section 15, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 15, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and Amount, all Unpaid Reimbursement ObligationsObligations and Bankers' Acceptances then outstanding, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the aggregate amount of Bankers' Acceptances then outstanding shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks agrees severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Termination Date upon notice by the Borrower to the Agent given 8 in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCommitment, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12A, in the case of the initial Revolving Credit Loans to be made on the Closing Effective Date, Sections 12 and ss.1212A in the case of a Revolving Credit Loan which is an Acquisition Credit Loan and Section 12A, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and until the Revolving Credit Loan Maturity Date Date, upon notice by the Borrower to the Agent given in accordance with ss.2.6SECTION 2.6 hereof, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, ; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of the Total CommitmentCommitment and the Borrowing Base, and PROVIDED FURTHER, that the Borrower shall not have the right to request any Revolving Credit Loans hereunder unless the principal amounts then outstanding under the UK Facility (including the maximum amount available to be drawn under letters of credit and other collateral instruments issued under such facility) are equal to or greater than (pound)2,000,000. The Revolving Credit Loans shall be made PRO RATA in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 SECTIONS 12 and ss.1213 hereof, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12SECTION 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 (S)11 and ss.12(S)12, in the case of the initial Loans to be made on the Closing Date, and ss.12(S)12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Revolving Credit Commitment MINUS minus such BankLender's Commitment Percentage of the sum all Letter of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCredit Exposure, PROVIDED provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Letter of Credit Exposure shall not at any time exceed the lesser of (i) the Total CommitmentRevolving Credit Commitment and (ii) the Borrowing Base. The Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 and ss.12ss.11, in the case of the initial Loans conditions to be made satisfied on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount, the Acceptance Face Amount and all Unpaid Reimbursement Obligations; provided that the outstanding aggregate amount of all Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount, PROVIDED that plus the Acceptance Face Amount, plus all Unpaid Reimbursement Obligations shall not at any time exceed an amount equal to the lesser of (i) the Total Commitment and (ii) the sum of (A) the Borrowing Base plus (B) the Permitted Overadvance Amount; provided, further, that the Borrowers shall not permit the outstanding amount of the Loans (after giving effect to all amounts requested), plus the Acceptance Face Amount to exceed $35,000,000 (the "Clean Down Amount") PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at during any time exceed the Total Commitmentone (1) thirty (30) consecutive day period occurring during each calendar year ending after December 31, 1997. The Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Effective Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS and (b) such Bank's Commitment Percentage of the sum Borrowing Base, provided, that, in all events no Default or Event of the Maximum Drawing Amount Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and provided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans (other than Swing Loans) shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for The funding of a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such requestfunding. Notwithstanding anything herein to the contrary, the Banks shall have no obligation to make Loans to the Borrower in excess of the aggregate principal amount outstanding of more than $100,000,000.00, provided that the Commitment shall be increased up to a maximum of $150,000,000.00 if, as and when Borrower activates Tranche B as provided in Section 2.8.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6ss.2.6 hereof, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 ss.ss.11 and ss.1212 hereof, in the case of the initial Revolving Credit Loans to be made on the Closing Datemade, and ss.12, in the case of all other LoansRevolving Credit Loans thereafter, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers, and the Borrower Borrowers may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between on any Business Day from (and including) the Initial Closing Date to (and excluding) the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower Borrowers for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Revolving Loan Commitment MINUS minus the portion of such BankLender's Revolving Loan Commitment Percentage allocated to Letter of the sum of the Maximum Drawing Amount Credit Exposure; PROVIDED, that, all conditions under Section 10 (if applicable) and all Unpaid Reimbursement Obligationsunder Section 11 shall have been satisfied; and PROVIDED, PROVIDED FURTHER, that the sum of the outstanding principal amount of the Revolving Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Letter of Credit Exposure plus the outstanding principal amount of the Term Loans shall not at any time exceed either (i) the Total CommitmentCommitment or (ii) the Borrowing Base Availability. The Revolving Loans shall be made PRO RATA in accordance with each BankLender's Commitment PercentagePercentage therein. Each request for a Revolving Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that all of the conditions set forth in ss.11 and ss.12, in the case Section 10 have been satisfied as of the initial Loans to be made on Initial Closing Date and that all of the Closing Date, and ss.12, conditions set forth in the case of all other Loans, Section 11 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers as joint and several borrowers, and the Borrower Borrowers may on a joint and several basis borrow, repay, and reborrow reborrow, from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Termination Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not at any time exceed the least of (i) the Total CommitmentCommitment in effect at such time MINUS the Commitment Reserve, (ii) the Borrowing Base and (iii) the amount approved to be borrowed by way of Loans and Letters of Credit in the Interim Order or the Final Order, whichever is then in effect. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by each of the Borrower Borrowers that the conditions set forth in ss.11 ss.13 and ss.12ss.14, in the case of the initial Loans to be made on the Closing Date, and ss.12ss.14, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally Lender agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent Lender given in accordance with ss.2.6ss. 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's the Commitment MINUS such Bank's Commitment Percentage of minus the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's lesser of (a) the Commitment Percentageat such time and (ii) the Availability at such time. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 ss. 11 and ss.12ss. 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12ss. 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment and, provided further, that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Guaranteed Credit Agreement Outstandings. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers, and the Borrower Borrowers on a joint and several basis may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers’ Representative to the Agent given in accordance with ss.2.6Section 2.9, such sums as are requested by the Borrower Borrowers’ Representative up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Lender’s Commitment MINUS such Bank's Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the Agent and the Revolving Credit Lenders shall have no obligation to make any Revolving Credit Loans which would constitute an OverLoan or which would cause the sum of the all outstanding amount amounts of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.greater then the

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 12 and ss.12Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the any Borrower and the any Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the such Borrower to the Agent given in accordance with ss.2.6, such sums sums, in Dollars and/or at any Borrower's option from time to time, subject to ss.2.9 hereof, in an Optional Currency, as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and Amount, all Unpaid Reimbursement ObligationsObligations and the Maximum Overdraft Amount, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Overdraft Amount, plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.(b)

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers, or either of them, and the Borrower Borrowers, or either of them, may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers, or either of them, to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower Borrowers, or either of them, up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total CommitmentCommitment and (ii) the Borrowing Base. The Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCommitment, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 ss.12 and ss.12ss.13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Managing Agent given in accordance with ss.2.6Section 2.4 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the Tranche A Commitment Amount minus the sum of (a) the Maximum Drawing Amount plus (b) all Unpaid Reimbursement Obligations plus (c) prior to the WQCD Closing Date, the Net WQCD Acquisition amount; provided that, with respect to each Bank, the sum of the outstanding amount of the Tranche A Loans (after giving effect to all amounts requested) made by such Bank's Commitment MINUS Bank plus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement unpaid reimbursement Obligations shall not at any time exceed such Bank's Commitment Percentage of the Total CommitmentTranche A Commitment Amount. The Tranche A Loans shall be made PRO RATA by each Bank pro rata in accordance with each Bank's applicable Commitment Percentage. Each request for a Tranche A Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.shall

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6ss.2.7, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankRevolving Credit Lender's Revolving Credit Commitment MINUS minus such BankRevolving Credit Lender's Revolving Credit Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the outstanding amount of the Swing Line Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentRevolving Credit Commitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankRevolving Credit Lender's Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 and ss.12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6§2.4, such sums in Dollars or in one or more Alternative Currencies as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations’s Commitment; provided that, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to any such borrowing, (i) the Outstanding Amount of all amounts requested) PLUS the Maximum Drawing Amount Loans and all Unpaid Reimbursement Letter of Credit Obligations shall not at any time exceed the Total Commitment and (ii) the Revolving Credit Exposure of any Bank (exclusive of such Bank’s Bid Rate Loans) shall not at any time exceed such Bank’s Commitment, and provided, further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing, all of the conditions in §13 (and in the case of any initial borrowing or other extension of credit on the Closing Date, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall be permitted to request and borrow Loans if a Non Material Breach (rather than a Default or Event of Default) exists. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's ’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in §13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such requestrequest and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit or other extension of credit) all of the conditions contained in §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and unless all of the conditions set forth in §13 have been met at the time of any request for a Revolving Credit Loan or other extension of credit (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks).

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lender’s Commitment MINUS minus such Bank's Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus Swing Line Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total CommitmentCommitment at such time and (ii) the Borrowing Base at such time. The Commitment of each Lender pursuant to this Agreement shall come into effect on the Closing Date. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 §11 and ss.12§12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12§12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow on a joint and several basis from time to time between from the Closing Date up to and including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding Outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS Revolving Credit Commitment, minus such Bank's Revolving Credit Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED Obligations provided that the sum of the outstanding Outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS ), plus the Maximum Drawing Amount and Amount, plus all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 12 and ss.12Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.62.6, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal not to exceed such Bank's Commitment MINUS minus the sum of (i) the aggregate principal amount of such Bank's outstanding Revolving Credit Loans and (ii) the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligationspursuant to 2.9 hereof, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations outstanding amount of the Competitive Loans shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 10 and ss.1211.1, in the case of the initial any Loans to be made on or prior to the Closing Date, and ss.1211.1, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6ss.2.7 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsAmount, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 ss.ss.10 and ss.1211 hereof, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12ss.11 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Effective Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentAvailability. The Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Loans to be made on the Closing DateRevolving Credit Loans, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 12 and ss.12Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in ------------------ this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage ----- of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving -------- Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum ---- Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total CommitmentCommitment at such time and (ii) the Borrowing Base at such time. The Revolving Credit Loans shall be made PRO RATA pro rata --- ---- in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers, and the Borrower Borrowers on a joint and several basis may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers' Representative to the Administrative Agent given in accordance with ss.2.6ss.2.9, such sums as are requested by the Borrower Borrowers' Representative up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankRevolving Credit Lender's Commitment MINUS such BankRevolving Credit Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of Administrative Agent and the outstanding amount of Revolving Credit Lenders shall have no obligation to make any Revolving Credit Loans which would constitute an OverLoan and the Loans (after giving effect Borrowers shall never allow Availability to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentageless than $0. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 and ss.12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. No Revolving Credit Lender has any obligation to make any Revolving Credit Loan, or otherwise to provide any credit to or for the benefit of the Borrowers where the result of such loan, advance, or credit is an OverLoan.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers, and the Borrower Borrowers may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower Borrowers for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS and (b) such Bank's Commitment Percentage of the sum Borrowing Base and the Collateral Borrowing Base (whichever is less), provided, that, in all events no Default or Event of the Maximum Drawing Amount Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and provided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans (other than Swing Loans) shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such request. No Bank shall have any obligation to make Loans to the Borrowers in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent Agents given in accordance with ss.2.62.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, 11 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Loans to be made on the Closing Date, and ss.12And Section 12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lender’s Commitment MINUS minus such Bank's Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus Swing Line Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total CommitmentCommitment at such time and (ii) the Borrowing Base at such time. The Commitment of each Lender pursuant to this Credit Agreement shall come into effect on the Closing Date. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 §11 and ss.12§12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12§12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit AgreementAgreement (including, but not limited to those requirements set forth in (S)2.6 below), each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 (S)11 and ss.12(S)12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12(S)12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Notwithstanding anything to the contrary contained herein, the Borrower shall only be permitted to borrow Revolving Credit Loans to finance any portion of a Permitted Acquisition during the period from the Closing Date until the third anniversary of the Closing Date.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow borrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Advance Termination Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS and (b) such Bank's Commitment Percentage of the sum difference of (i) the Maximum Drawing Amount aggregate Designated Collateral Value minus (ii) an amount equal to the aggregate Holdback; provided, that, in all events no Default or Event of Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and provided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Borrower may repay and reborrow from time to time between the Closing Date and the Revolving Credit Termination Date. Notwithstanding anything herein to the contrary, in no event shall the amount of the Loans advanced for purposes permitted under this Agreement, other than the purposes contemplated by Section 5.6, exceed $268,000,000.00, and in no event shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that be permitted to request Loans after the conditions set forth in ss.11 and ss.12, in the case of the initial Loans Revolving Credit Termination Date except for amounts requested pursuant to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such requestSection 5.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Revolving Credit Lender severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.5, (each a “Revolving Loan” and collectively “Revolving Credit Loans”) such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Revolving Credit Lender’s Revolving Credit Loan Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligationsrequested by Borrower hereunder; provided, PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Foreign Exchange Reserve plus the Omniglow Reserve plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Obligations, shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's lesser of (a) the Revolving Credit Loan Commitment Percentageand (b) the Borrowing Base. Each request for a Revolving Credit Loan or the entering into a Foreign Exchange Contract or the submission of an application for the issuance of a Letter of Credit hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12Article 13, in the case of the initial Loans to be made entering into this Credit Agreement on the Closing Date, and ss.12Article 14, in the case of all other Loans, others have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding Outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsObligations on the Revolver Letters of Credit, PROVIDED that the sum of the outstanding Outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations on the Revolver Letters of Credit shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsObligations and such Bank's Commitment Percentage of any then-outstanding Swingline Loans, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount Amount, the then-outstanding amount of any Swingline Loans, and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, Section 12 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.62.6, such Bank's Commitment Percentage of such sums as are requested by the Borrower up to a maximum Borrowers in the minimum aggregate amount of $500,000 or an integral multiple thereof; provided, that except as otherwise provided herein, the outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage amount of the sum of Revolving Credit Loans and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount Letters of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Credit shall not at any time exceed the Total CommitmentCommitment at any time. The Revolving Credit Loans made hereunder shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 10 and ss.1211, in as the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loansmay be, have been satisfied on the date of such request. Any unpaid Reimbursement Obligation under the Letters of Credit shall for all purposes be a Revolving Credit Loan hereunder.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and to the Revolving Credit Loan Maturity Date Date, upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.6SECTION 2.6, such sums its Commitment Percentage of the Revolving Credit Loans as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage Parent on behalf of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsBorrowers, PROVIDED that the sum of THAT the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS ), Swing Line Loans, unpaid Reimbursement Obligations, and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $260,000,000 at any time exceed time, as such amount may be reduced or increased, as the case may be, pursuant to SECTION 2.2 hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each BankRevolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 SECTION 10 and ss.12SECTION 11, in as the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loansmay be, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date Date, upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 2.9 (but subject to the limitations set forth in Section 2.9) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requestedrequested and the amount of Letters of Credit outstanding, including Letters of Credit accepted but unpaid) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage Commitment; provided, that, in all events no Default or Event of the sum of the Maximum Drawing Amount Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and provided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requestedrequested and the amount of Letters of Credit outstanding, including Letters of Credit accepted but unpaid) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans (other than Swing Loans) shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Loans to be made on the Closing DateLoan, and ss.12Section 11, in the case of all other Loans, have been satisfied on the date of such requestrequest (except as otherwise permitted in Paragraph 4 of the form of Loan Request with respect to warranties and representations). No Bank shall have any obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and to the Revolving Credit Loan Final Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums sums, in Dollars, as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED ; provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 10 and ss.12Section 11, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 11, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between the Closing Date date of this Credit Agreement and the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.6[section]2.5, such sums as are requested by the Borrower Borrowers up to a maximum aggregate principal amount outstanding (after giving effect to all amounts then being requested) at any one time equal to such Bank's Commitment MINUS such Bank's provided that the aggregate outstanding principal balance of the Revolving Credit Loans shall at no time exceed (a) the Total Commitment Percentage of as then in effect less (b) an amount equal to the sum of (i) the aggregate outstanding principal amount of the Imperio Term Loans and the commitments to make new loans under the Imperio Term Loan Agreement, plus (ii) the Maximum Drawing Amount and all Unpaid Reimbursement Obligationswith respect to outstanding Letters of Credit, PROVIDED that plus (iii) the sum of the outstanding aggregate amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitmentowing with respect to Letters of Credit issued hereunder. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 [section]9 and ss.12[section]10, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12[section]10, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions ------------------ set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6(S)2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving -------- Credit Loans and the outstanding amount of all Competitive Bid Advances (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with --- ---- each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 (S)9 and ss.12(S)10, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12(S)10, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.62.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lenders Commitment MINUS minus such Bank's Lenders Commitment Percentage of the sum of (a) the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED Obligations and (b) the outstanding Swing Line Loans; provided that the sum of the outstanding amount of the Loans Revolving Exposure (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentGross Availability. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Lenders Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 10 and ss.1211, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.1211, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 Section 11 and ss.12Section 12, in the case of the initial Loans to be made on the Closing Date, and ss.12Section 12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS minus such BankLender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentCommitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankLender's Commitment PercentagePercentage in respect of Revolving Credit Loans. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 Section 12 and ss.12Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6§2.5, such sums as are requested by Borrower for the Borrower purposes set forth in §2.7 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (a) such Bank's Commitment MINUS Lender’s Commitment, and (b) such Bank's Lender’s Commitment Percentage of the sum Borrowing Base; provided, that, in all events no Default or Event of the Maximum Drawing Amount Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations or shall not at any time exceed the Total Commitmentresult therefrom. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in ss.11 §10 and ss.12§11, in the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loansas applicable, have been satisfied on the date of such request. No Lender shall have any obligation to make Loans to Borrower in an aggregate principal amount outstanding which exceeds such Lender’s Commitment.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow borrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Advance Termination Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.6, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS and (b) such Bank's Commitment Percentage of the sum difference of (i) the Maximum Drawing Amount aggregate Designated Collateral Value minus (ii) an amount equal to the aggregate Holdback; provided, that, in all events no Default or Event of Default shall have occurred and all Unpaid Reimbursement Obligationsbe continuing; and provided, PROVIDED further, that the sum of the outstanding principal amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Borrower may repay and reborrow from time to time between the Closing Date and the Revolving Credit Termination Date. Notwithstanding anything herein to the contrary, in no event shall the amount of the Loans advanced for purposes permitted under this Agreement, other than the purposes contemplated by Section 5.6, exceed $67,000,000.00, and in no event shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that be permitted to request Loans after the conditions set forth in ss.11 and ss.12, in the case of the initial Loans Revolving Credit Termination Date except for amounts requested pursuant to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such requestSection 5.

Commitment to Lend. Subject to Article 11 and the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from time to time between from the Closing Effective Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.6Section 2.2(b), such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lender’s Commitment MINUS minus such Bank's Lender’s Commitment Percentage of the sum of (A) the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that Letter of Credit Usage plus (B) the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not in respect of Letters of Credit, subject at all times to any time exceed limitations contained within the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment PercentageInterim DIP Order or the Final DIP Order, as applicable. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12Article 11, in the case of the initial Loans to be made on the Closing Effective Date, and ss.12Section 11.2, in the case of all other Loans, have been satisfied on the date of such request. Notwithstanding the foregoing, after giving effect to all Borrowings, the Loans in the aggregate shall not have more than three (3) different Interest Periods in effect at any one time unless otherwise agreed between the Borrower and the Agent.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the a Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Lender’s Commitment MINUS minus such Bank's Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) PLUS plus the sum of the outstanding amount of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total CommitmentCommitment at such time and (b) the Borrowing Base at such time. The Loans shall be made PRO RATA pro rata in accordance with each Bank's Lender’s Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 §11 and ss.12§12, in the case of the initial Loans to be made on the Closing Date, and ss.12§12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers, and the Borrower Borrowers on a joint and several basis may borrow, repay, and reborrow from time to time between from the Closing Date and up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower Borrowers' Representative to the Administrative Agent given in accordance with ss.2.6ss.2.9, such sums as are requested by the Borrower Borrowers' Representative up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankRevolving Credit Lender's Commitment MINUS minus such BankRevolving Credit Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of Administrative Agent and the outstanding amount of Revolving Credit Lenders shall have no obligation to make any Revolving Credit Loans which would constitute an OverLoan and the Loans (after giving effect Borrowers shall never allow Availability to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentageless than $0. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 and ss.12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. No Revolving Credit Lender has any obligation to make any Revolving Credit Loan, or otherwise to provide any credit to or for the benefit of the Borrowers where the result of such loan, advance, or credit is an OverLoan.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally Revolving Credit Lenders severally, but not jointly, agrees to lend to the Borrower Borrowers, and the Borrower Borrowers may borrow, repay, and reborrow from time to time between from the Closing Date and to the Revolving Credit Loan Maturity Date Date, upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with ss.2.62.5, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankRevolving Credit Lender's Commitment MINUS minus such BankRevolving Credit Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total CommitmentRevolving Credit Commitment at such time. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each BankRevolving Credit Lender's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in ss.11 10 and ss.1211, in as the case of the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loansmay be, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each amount of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the Closing Date and the such Lender's outstanding Revolving Credit Loan Maturity Date upon notice Loans, minus the ----- amount by which the Borrower Swing Line Loans outstanding at such time shall be deemed to have used such Lender's Revolving Commitment pursuant to (S)2.10 hereof, minus (without duplication) the Agent given in accordance with ss.2.6, sum of such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such BankLender's Commitment MINUS such Bank's Revolving ----- Commitment Percentage of the sum of the Maximum Drawing Amount of all outstanding Letters of Credit and all the Unpaid Reimbursement ObligationsObligations owing to such Lender, PROVIDED provided that (a) the sum of the outstanding amount of the -------- Revolving Credit Loans (after giving effect to all amounts requested) PLUS plus ---- the outstanding amount of the Swing Line Loans plus the Maximum Drawing ---- Amount and all Unpaid Reimbursement Obligations with respect to all Letters of Credit shall not at any time exceed the Total Revolving Commitment, and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal such Lender's Revolving Commitment Percentage of the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to (S)2 hereof. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank--- ---- Lender's Revolving Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Company that the conditions set forth in ss.11 (S)12 and ss.12(S)13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.12(S)13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.