Common use of Working Capital Loans Clause in Contracts

Working Capital Loans. (a) Each Senior Lender, severally and not jointly, shall make Working Capital Loans to the Borrower during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan that would cause (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Commitment. (b) Each Working Capital Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of Working Capital Loan Borrowings). (c) Proceeds of the Working Capital Loans shall be deposited into the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreement. (d) Working Capital Loans repaid or prepaid may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Lender’s Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such date.

Working Capital Loans. (a) Each Senior LenderWorking Capital Lender severally agrees, severally and not jointly, shall make subject to the limitations set forth below with respect to the maximum amount of Working Capital Loans permitted to the Borrower be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan that would cause (i) Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the sum of (A) the outstanding principal aggregate amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Commitment. (b) Each Working Capital Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of Working Capital Loan Borrowings). (c) Proceeds of the Working Capital Loans Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be deposited into adjusted to give effect to any assignments of the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreement. (d) Working Capital Loans repaid or prepaid Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be re-borrowed at any time increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to but excluding the Termination Datesubsection 2.4B(ii). Each Senior Working Capital Lender’s 's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Working Capital Loan Commitments. Upon receipt of such datenotice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Working Capital Loans and participations in outstanding Letters of Credit so as to cause the amount of such Working Capital Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect.

Working Capital Loans. (a) Each Senior Working Capital Lender, severally and not jointly, shall make Working Capital Loans to the Borrower during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In its Working Capital Debt Commitment from time to time during the Working Capital Availability Period; provided that, after giving effect to the making of any Working Capital Loans, (i) the aggregate Commitment Exposure for all Working Capital Lenders shall not exceed the Aggregate Working Capital Debt Commitments and (ii) no event Working Capital Lender shall the Borrower be entitled required to request or receive make any Working Capital Loan that would cause (i) the sum of (A) the outstanding principal amount of all if such Working Capital Loans and Swing Line Loans and (B) the Lender’s Commitment Exposure would exceed its Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Debt Commitment. (b) Each Working Capital Loan Borrowing Borrowing, shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of the relevant Working Capital Loan Borrowings)Disbursement Request. (c) Proceeds Except as set forth in clause (d) below, proceeds of the Working Capital Loans shall be deposited into the Operating Account. Funds so deposited will be disbursed or applied in accordance with Section 4.5(a) (Disbursements of Senior Debt) of the Accounts Common Security and Account Agreement. The Loan Parties shall not request or apply any portion of any Working Capital Loan other than in accordance with Section 2.02(b) (Availability) and Section 8.01 (Use of Proceeds) of this Agreement and Section 2.3 (Disbursement Procedures) and Section 2.6 (Currency) of the Common Terms Agreement. Neither the Working Capital Facility Agent nor the Working Capital Lenders are under any obligation hereunder to inquire into or verify the application of any Working Capital Loan but this does not affect or limit any Loan Party’s obligations hereunder or under the Common Terms Agreement. (d) Proceeds of the Working Capital Loans advanced for the purpose of (i) funding the Senior Debt Service Reserve Account, to the extent permitted under the Finance Documents, shall be paid into the Senior Debt Service Reserve Account and (ii) paying interest accruing on the Working Capital Loans and Working Capital Commitment Fees during the Working Capital Availability Period, as designated in the Working Capital Disbursement Request, shall be transferred by the Working Capital Facility Agent to the Working Capital Lenders in accordance with Section 10.12(a) (General Provisions as to Payments); provided that, such transfer shall occur on the same day that the Working Capital Facility Agent receives such proceeds from the Working Capital Lenders and subject to the Working Capital Facility Agent’s actual receipt of such proceeds in accordance with Section 2.04(a) (Funding). For the avoidance of doubt, such Advance shall constitute a Working Capital Loan for all purposes under this Agreement and each other Finance Document and shall be treated as received, and accounted for as a Working Capital Loan, by the Borrower. (e) Working Capital Loans repaid or prepaid prepaid, except in accordance with Sections 4.12(a)(iii), (iv) and (v) (Mandatory Prepayment), may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Working Capital Lender’s Working Capital Debt Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Working Capital Debt Commitments shall be paid in full no later than such date. (f) The proceeds of the Working Capital Loans advanced for the purposes of paying fees and expenses on the Working Capital Closing Date shall be paid directly to the Working Capital Facility Agent. For the avoidance of doubt, such Advance shall constitute a Working Capital Loan for all purposes under this Agreement and each other Finance Document and shall be treated as received, and accounted for as a Working Capital Loan, by the Borrower.

Working Capital Loans. (a) Each Senior LenderFollowing the Closing Date, severally but prior to the Maturity Date, the Borrower may request a loan (a “Working Capital Loan”) in an aggregate amount not to exceed the total aggregate Working Capital Loan Commitment of all Working Capital Lenders by submitting a Borrowing Notice to the Administrative Agent in accordance with Section 2.03(b). Subject to the terms and conditions set forth herein, each Working Capital Lender agrees severally, and not jointly, shall to make such Working Capital Loans Loan to the Borrower during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any exceed its Working Capital Loan Commitment. Any Working Capital Loan made under this Section 2.03 shall be made by the Working Capital Lenders ratably in proportion to their respective share of the aggregate Working Capital Commitments; provided that would cause (i) the sum disbursement of (A) such Working Capital Loans shall not result in the outstanding aggregate principal amount of the Working Capital Loans borrowed under this Section 2.03 exceeding the total aggregate Working Capital Loan Commitments of all Working Capital Loans and Swing Line Loans and (B) Lenders on the date of such borrowing. Each Working Capital LC Exposure to exceed the Lender’s Working Capital Sublimit or (ii) Loan Commitment shall expire on the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total CommitmentMaturity Date. (b) The Borrower shall deliver a Borrowing Notice to the Administrative Agent for its approval (acting on the instructions of the Required Lenders) no [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. later than 10:00 a.m. (New York City time) at least five (5) Business Days in advance of the proposed funding date. Each such Borrowing Notice shall be signed by and Authorized Officer of the Borrower and shall specify the following information in compliance with this Section 2.03: (i) the proposed use of the proceeds of such Working Capital Loan Borrowing Loan; (ii) the aggregate amount of the requested Working Capital Loan, which shall be in an aggregate minimum amount specified of $100,000 and integral multiples of $100,000 in a Borrowing Notice delivered pursuant to Section 2.02 (Notice excess of that amount or the amount of the outstanding Working Capital Loan BorrowingsCommitment; (iii) the applicable funding date of such Working Capital Loan, which shall be a Business Day; and (iv) the account(s) to which the proceeds of such Working Capital Loan are to be disbursed (if applicable). (c) Proceeds Provided that (i) the proposed use of the proceeds of the Working Capital Loan have been approved by the Administrative Agent (acting on the instructions of the Required Lenders) in accordance with Section 2.03(d) and (ii) the Administrative Agent shall have received the applicable Borrowing Notice by no later than 10:00 a.m. (New York City time) on a Business Day, the Administrative Agent shall advise each Working Capital Lender of its pro rata share of the applicable Working Capital Loan (determined as the percentage which such Working Capital Lender’s Working Capital Loan Commitment then constitutes of the aggregate Working Capital Loan Commitments) no later than 2:00 p.m. (New York City time) on the Business Day immediately following the Administrative Agent’s receipt of such Borrowing Notice. (d) The Borrower shall use the proceeds of the Working Capital Loans borrowed under this Section 2.03 only for lawful purposes that have been approved in writing by the Administrative Agent (acting on the instructions of the Required Lenders). Once a Borrowing Notice in respect of a Working Capital Loan has been approved by the Administrative Agent in writing it shall be deposited into the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreementirrevocable. (de) Subject to the terms and conditions set forth herein (including the prior satisfaction or waiver of the applicable conditions precedent under ARTICLE X), each Working Capital Loans repaid or prepaid Lender shall make the amount of its Working Capital Loan available to the Borrower not later than 11:00 a.m. (New York time) on the applicable funding date by wire transfer of same day funds, in Dollars to be credited to the Flip Reserve Account. Amounts borrowed under this Section 2.03 may be re-borrowed at any time prepaid and from time to time to but excluding reborrowed. [***] Confidential treatment has been requested for the Termination Datebracketed portions. Each Senior Lender’s Commitment shall expire on The confidential redacted portion has been omitted and filed separately with the Termination Date Securities and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such date.Exchange Commission. 50 TLA CREDIT AGREEMENT

Working Capital Loans. (a) Each Senior LenderSubject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally and not jointly, shall agrees to make Working Capital Loans to the Borrower during the period from time to time from the Closing Date to to, but excluding not including, the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall Date as requested by the Borrower be entitled to request or receive any Working Capital Loan in accordance with the terms of Section 4.01; provided, that would cause (i) the sum of (A) the outstanding ------------ -------- aggregate principal amount of all outstanding Working Capital Loans (after giving effect to any amount requested and Swing Line Loans and (Bthe application of the proceeds thereof) the Working Capital LC Exposure to shall not exceed the Working Capital Sublimit or Commitment less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (ii) the sum of (A) the outstanding aggregate principal amount of all outstanding Working Capital Loans and Swing Line (after giving effect to any amount requested) shall not exceed the Borrowing Base less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (Biii) without duplication, the LC Exposure principal amount of outstanding Working Capital Loans from any Lender to the Borrower shall not at any time exceed such Lender's Working Capital Commitment less such Lender's ---- Commitment Percentage of L/C Obligations and outstanding Swingline Loans; and (iv) the principal amount of all Lenders' Extensions of Credit (after giving effect to any amount requested and the application of the proceeds thereof) shall not at any time exceed the Total Commitment. (b) Aggregate Commitments. Each Working Capital Loan Borrowing by a Lender shall be in an a principal amount specified in a Borrowing Notice delivered pursuant equal to Section 2.02 (Notice such Lender's Commitment Percentage of the aggregate principal amount of Working Capital Loan Borrowings). (c) Proceeds of Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Working Capital Loans shall be deposited into the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts AgreementLoans. (d) Working Capital Loans repaid or prepaid may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Lender’s Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such date.

Working Capital Loans. (a) Each Senior LenderWorking Capital Lender agrees, severally and not jointly, shall on the terms and conditions of this Agreement, to make loans (each such loan, a “Working Capital Loans Loan”) to the Borrower during for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the period from last Business Day immediately preceding the Closing Working Capital Loan Maturity Date to but excluding the Termination Date, in an aggregate principal amount from time to time outstanding, together with all participations in Letters of Credit acquired by such Working Capital Lender pursuant to Section 2.04(c), not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan Commitment of such Lender or of such Lender’s Working Capital Loan Commitment Percentage of the Working Capital Available Amount; provided, however, that would cause (i) the sum of (A) the outstanding aggregate principal amount of all the Working Capital Loans at any one time outstanding, plus the aggregate Maximum Available Amounts of all issued and Swing Line Loans and (B) the Working Capital LC Exposure to outstanding Letters of Credit, shall not exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total CommitmentAvailable Amount. (b) Each Funding of Working Capital Loan Borrowing Loans shall be in an the minimum amount specified of five hundred thousand Dollars ($500,000) and in a Borrowing Notice delivered pursuant to Section 2.02 integral multiples of one hundred thousand Dollars (Notice of Working Capital Loan Borrowings)$100,000) in excess thereof. (c) Proceeds of the each Working Capital Loans Loan (other than those resulting from a draw on a Letter of Credit) for (i) Project Costs relating to the initial start-up and testing of the Aberdeen II Plant shall be deposited into the Construction Account, (ii) Operation and Maintenance Expenses shall be deposited into the Operating Account. Funds so , and (iii) Maintenance Capital Expenses shall be deposited will into the Maintenance Capital Expense Account, and in each such case shall be disbursed applied solely in accordance with this Agreement and the Accounts Agreement and shall be used solely for the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the restrictions with respect to such expenses set forth in this Agreement and the Accounts Agreement. (d) Within the limits set forth in Section 2.03(a), the Borrower may pay or prepay and reborrow Working Capital Loans repaid or prepaid may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Lender’s Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such dateLoans.

Working Capital Loans. (a) Each Senior LenderWorking Capital Lender severally agrees, severally and not jointly, shall make subject to the limitations set forth below with respect to the maximum amount of Working Capital Loans permitted to the Borrower be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan that would cause (i) Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the sum of (A) the outstanding principal aggregate amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Commitment. (b) Each Working Capital Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of Working Capital Loan Borrowings). (c) Proceeds of the Working Capital Loans Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be deposited into adjusted to give effect to any assignments of the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreement. (d) Working Capital Loans repaid or prepaid Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be re-borrowed at any time increased pursuant to subsection 2.1A(vii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to but excluding the Termination Datesubsection 2.4B(ii). Each Senior Working Capital Lender’s 's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than such that date; provided that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect.

Working Capital Loans. (a) Each Senior LenderSubject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally and not jointly, shall agrees to make Working Capital Loans to the Borrower during the period from time to time from the Closing Date to to, but excluding not including, the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall Date as requested by the Borrower be entitled to request or receive any Working Capital Loan in accordance with the terms of Section 4.01; provided, that would cause (i) the sum of (A) the outstanding ------------ -------- aggregate principal amount of all outstanding Working Capital Loans (after giving effect to any amount requested and Swing Line Loans and (Bthe application of the proceeds thereof) the Working Capital LC Exposure to shall not exceed the Working Capital Sublimit or Commitment less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (ii) the sum of (A) the outstanding aggregate principal amount of all outstanding Working Capital Loans and Swing Line (after giving effect to any amount requested) shall not exceed the Borrowing Base less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (Biii) without duplication, the LC Exposure principal amount of outstanding Working Capital Loans from any Lender to the Borrower shall not at any time exceed such Lender's Working Capital Commitment less such Lender's ---- Commitment Percentage of L/C Obligations and outstanding Swingline Loans; and (iv) the principal amount of all Lenders' Extensions of Credit (after giving effect to any amount requested and the application of the proceeds thereof) shall not at any time exceed the Total Aggregate Commitment. (b) . Each Working Capital Loan Borrowing by a Lender shall be in an a principal amount specified in a Borrowing Notice delivered pursuant equal to Section 2.02 (Notice such Lender's Commitment Percentage of the aggregate principal amount of Working Capital Loan Borrowings). (c) Proceeds of Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Working Capital Loans shall be deposited into the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts AgreementLoans. (d) Working Capital Loans repaid or prepaid may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Lender’s Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such date.

Working Capital Loans. (a) Each Senior LenderWorking Capital Lender severally agrees, severally and not jointly, shall make subject to the limitations set forth below with respect to the maximum amount of Working Capital Loans permitted to the Borrower be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan that would cause (i) Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the sum of (A) the outstanding principal aggregate amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Commitment. (b) Each Working Capital Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of Working Capital Loan Borrowings). (c) Proceeds of the Working Capital Loans Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be deposited into adjusted to give effect to any assignments of the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreement. (d) Working Capital Loans repaid or prepaid Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be re-borrowed at any time increased pursuant to subsection 2.1A(vii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to but excluding the Termination Datesubsection 2.4B(ii). Each Senior Working Capital Lender’s 's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than such that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect.