Common use of Revolving Credit Clause in Contracts

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Note, Maker may borrow, repay and reborrow against this Note at any time unless and until a Default or Event of Default has occurred which the Payee has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note shall ever lapse because of the occurrence of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the Payee.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an “Event of Default Potential Default”) which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment$100,000,000.00. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's ’s right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's ’s account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the Payee's Holder’s computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's Holder’s computer or manual records; provided, that the Payee's any Holder’s failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's ’s obligations or the Payee's any Holder’s rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's ’s entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an “Event of Default Potential Default”) which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment$300,000,000.00. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's ’s right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's ’s account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the Payee's Holder’s computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's Holder’s computer or manual records; provided, that the Payee's any Holder’s failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations ’s obliga- Table of Contents tions or the Payee's any Holder’s rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's ’s entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Note, Maker may borrow, repay and reborrow against this Note at any time unless and until a Default or Event of Default has occurred which the Payee has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's Lender CommitmentNote. Interest on the amount of each advance against this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note shall ever lapse because of the occurrence of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the Payee.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Note, Maker may borrow, repay and reborrow against this Note at any time unless and until a Default or Event of Default has occurred which the Payee has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's Lender Commitment$25,000,000. Interest on the amount of each advance against this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note shall ever lapse because of the occurrence of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the any Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the Payee.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an “Event of Default Potential Default”) which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's ’s Lender Commitment. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's ’s right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's ’s account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the Payee's Holder’s computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's Holder’s computer EXHIBIT C Table of Contents or manual records; provided, that the Payee's any Holder’s failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's ’s obligations or the Payee's any Holder’s rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's ’s entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment$75,000,000.00. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer or manual records; provided, that the Payeeany Holder's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement entitle- ment to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon Each of the Co-Lenders severally agree, on the terms and conditions set forth in this Agreement, to make Loans to the Borrower from time to time during the period from the date of their respective Commitment as a Co-Lender hereunder up to and including the last day of the Term in an aggregate principal amount not to exceed at any time outstanding the amount set opposite such Co-Lender's name in a written acknowledgment satisfactory to Agent and to Borrower, provided that the Borrower shall not unreasonably withhold approval thereof, confirming their respective undertaking to become a Co-Lender hereunder and to be bound by all of the terms and provisions hereof, as such amount may be reduced pursuant to the provisions hereof dealing with "reduction of Commitment". The Agent may, but shall not be obligated to, advance Loans on behalf of each and all of the Co-Lenders to the Borrower. It is understood that the obligation of Co-Lenders to fund Loans hereunder shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of the Credit this Agreement and the other provisions under all circumstances, including without limitation any lack of validity or enforceability of this NoteAgreement or any of the Ancillary Agreements, Maker the existence of any claim, setoff, defense or other right which the Borrower or any third party may have at any time, any statement of the Borrower or any third party being untrue or inaccurate in any respect, the surrender or impairment of any Collateral for the performance or observance of this Agreement or any of the Ancillary Agreements or the occurrence of any Incipient Event of Default or Event of Default. Each of the Loans as to which a Co-Lender has so acknowledged its willingness to co-lend hereunder shall be made available to the Agent by each of the Co-Lenders in accordance with the terms of this Agreement, and shall be remitted in a timely manner in the proportion that Co-Lender's Commitment bears to the total amount of all the Co-Lenders' Commitments hereunder. Without limiting the foregoing, each Co-Lender agrees that by no later than the day of each Revolving Loan to be made to the Borrower, it shall deposit its pro rata share thereof, in immediately available funds, in the Borrower's Loan Account with the Agent, or in such other account satisfactory to the Agent as the Borrower may from time to time designate. Within the limits of their respective Commitments, the Borrower may borrow, repay and reborrow against this Note at under the revolving Loans. The failure of any time unless Co-Lender to make any requested Revolving Loan to be made by it on the date specified for such Loan, whether or not such Co-Lender may be a Restricted Co-Lender (as defined and until a Default or Event of Default has occurred which the Payee has as described below), shall not declared to have been fully cured or waived, and (except as the Credit Agreement relieve it or any other Co-Lender of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right its respective obligation (if any) to borrow against this Note make Loans hereunder, but no Co-Lender shall ever lapse because be responsible for the failure of any other Co-Lender to make Loans to be made by such other Co-Lender(s). In the event, however, that any particular Co-Lender decides not to fund any of the occurrence Loans to the Borrower in accordance with this Agreement, by reason of any Default Federal or Event State banking agency regulatory supervision, limits, constraints or other restrictions applicable to the overall business operations of DefaultCo-Lender, it and arises strictly in relation to general regulatory difficulties or concerns applicable to that Co-Lender (the "Restricted Co-Lender"), then: (y) the Restricted Co-Lender unconditionally and irrevocably agrees with the Agent that the Agent shall, following any such failure to fund, have the right at any time to seek to replace and to replace that Restricted Co-Lender with another Co-Lender under this Agreement, or alternatively, the Agent itself, may be substituted in the place of such Restricted Co-Lender. Under such circumstances, upon any such replacement occurring and upon payment to the Restricted Co-Lender by any replacement Co-Lender, or by the Agent, of the principal balance of all Loans owed to the Restricted Co-Lender, together with all accrued interest thereon: (A) the Restricted Co-Lender shall no longer act as a Co-Lender to the Borrower under this Agreement; and (B) simultaneously, the Restricted Co-Lender shall be deemed to have fully released and discharged the Agent, the Borrower and each of the Co-Lenders from any and all obligations, claims and liabilities under or in relation to this Agreement (but this shall not release or be reinstated (or construed deemed to release the Restricted Co-Lender from any course claims, liabilities or obligations to the Agent, the other Co-Lenders, or to the Borrower by reason of conduct the lack of funding or any related matters); and (z) if and to the extent that the Borrower may certify in writing to the Agent that the lack of funding of the Borrower by a Restricted Co-Lender may materially and adversely affect the Borrower's business operations and for so long as necessary until arrangements with a replacement Co-Lender may be put into place, the Agent agrees to fund any amount(s) that otherwise were to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received funded by the Payee. Absent manifest errorRestricted Co-Lender and to increase the amount of the Agent's Commitment to the Borrower accordingly, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note until such time, if any, as replacement Co-Lender arrangements may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the Payeefinalized.

Revolving Credit. Upon and subject to the terms and conditions of the ----------------- Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer EXHIBIT C --------- or manual records; provided, that the Payeeany Holder's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon The Bank agrees on the terms and subject conditions hereinafter set forth, to make loans (the "Loans") to the Borrower from time to time during the period from the Closing Date of this Agreement up to, but not including, the Maturity Date in an aggregate principal amount not to exceed at any time outstanding Thirty Million and No/100ths Dollars ($30,000,000.00) upon delivery by the Borrower to the Bank of a Borrowing Base Certificate relating thereto reasonably acceptable to the Bank pursuant to the terms and conditions of the Credit Agreement and the other provisions of this NoteAgreement (the "Commitment"). Each Loan which shall not utilize the Commitment in full shall be in an amount not less than One Hundred Thousand and No/100ths Dollars ($100,000.00). Within the limits of the Commitment, Maker the Borrower may borrow, repay prepay and reborrow against under this Section 2.01. The Bank's obligation to make Loans hereunder shall be subject to the following limitations: (i) the Bank will make Loans in an aggregate principal amount not to exceed the Borrowing Base, and (ii) the Bank will make Loans provided the Conditions Precedent are satisfied. It is the intention of the parties that the outstanding balance of the Operating Note shall not exceed the Borrowing Base, and if at any time unless and until a Default or Event of Default has occurred which said balance exceeds the Payee has not declared Borrowing Base, the Borrower shall forthwith pay the Bank sufficient funds to have been fully cured or waived, and (except as reduce the Credit Agreement or any balance of the other Operating Note until it is in compliance with this requirement. Provided that no Letters of Credit Documents are outstanding, the Borrower may otherwise provide) there is no limit on elect to terminate the number Operating Note and the Letter of advances against this Note so long as the total unpaid principal of this Note Credit Facility at any time outstanding does not exceed time, without penalty, upon written notice to the Payee's Lender CommitmentBank. Interest on In the amount event the Borrower so elects to terminate the Operating Note and the Letter of each advance against this Note shall be computed on Credit Facility, the aggregate principal amount of the Operating Note outstanding, together with any accrued and unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note shall ever lapse because of the occurrence of any Default or Event of Defaultinterest thereon, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be due and payable to the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments Bank on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by such election, if not sooner paid and the PayeeOperating Note and the Letter of Credit Facility shall be deemed for all purposes terminated and the Bank shall have no further or additional obligation to loan funds to the Borrower or issue Letters of Credit pursuant to the terms and provisions of this Agreement.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an “Event of Default Potential Default”) which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment$300,000,000.00. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's ’s right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's ’s account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the Payee's Holder’s computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's Holder’s computer or manual records; provided, that the Payee's any Holder’s failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's ’s obligations or the Payee's any Holder’s rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's ’s entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Note, Maker may borrow, repay and reborrow against this Note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after notice or before the lapse of time (or both) would develop into a default under this Note, the Credit Agreement or any other Credit Documents has occurred which the Payee Lender has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Lender shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the PayeeLender. Absent manifest error, the PayeeLender's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee Lender on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeLender's computer or manual records; provided, that the PayeeLender's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the PayeeLender's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeLender. 9.

Revolving Credit. Upon and subject to the terms and conditions of the ---------------- Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after -------------------------- notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment$100,000,000.00. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer or manual records; provided, that the Payeeany Holder's failure to make notation of (a) any principal -------- advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject Subject to all of the terms and conditions hereof, the Borrower may avail itself of the Commitments through letters of credit (the "Revolver Letters of Credit") issued by Bank of America Illinois (in such capacity as issuer of Revolver Letters of Credit, the "Revolver Issuer") for the Borrower's account, provided that the aggregate outstanding undrawn face amount of Revolver Letters of Credit Agreement and the other provisions of this Note, Maker may borrow, repay and reborrow against this Note shall not at any time unless and until a Default or Event exceed $20,000,000. Each Revolver Letter of Default has occurred which Credit shall be issued by the Payee has not declared Revolver Issuer, but each Bank shall be obligated to have been fully cured or waived, and (except as reimburse the Credit Agreement or any Revolver Issuer for its Percentage of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note draft drawn thereunder and, accordingly, the face amount of each Revolver Letter of Credit shall be computed deemed to utilize the Commitments of all Banks pro rata based on each Bank's Percentage. No Revolver Letter of Credit shall have an expiration date after the amount Termination Date (and no time draft eligible to be presented for acceptance, or other payment undertaking eligible to be incurred, under a Revolver Letter of Credit may have a maturity date later than the unpaid balance Termination Date). In the event the Revolver Issuer issues a Revolver Letter of Credit with an expiration date that advance from automatically extends unless the Revolver Issuer gives notice that the expiration date it is made until will not so extend beyond such Revolver Letter of Credit's then scheduled expiration date, the Revolver Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date it is repaid. If Maker's right (i) the expiration date of such Revolver Letter of Credit if anyso extended would be after the Termination Date, (ii) to borrow against this Note shall ever lapse because of the occurrence of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to Commitments have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrualterminated, or (biii) any payment or permitted prepayment an Event of principal or interest shall Default exists and the Required Banks have given the Revolver Issuer instructions not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as so permit the extension of the expiration date of such Revolver Letter of Credit. At least thirty (30) days before the date on which the Revolver Issuer is required to give notice of the non-renewal of such a Revolver Letter of Credit in order to prevent its receipt by automatic extension, the PayeeRevolver Issuer shall give notice to the Agent of such circumstance and the Agent shall promptly notify each Bank thereof.

Revolving Credit. Upon Under the Loan Agreement, Borrower may request advances and subject make payments hereunder from time to time, provided that it is understood and agreed that the aggregate principal amount outstanding from time to time hereunder shall not at any time exceed the Total Principal Amount or the Borrowing Base (as defined in the Loan Agreement). In addition, pursuant to the terms Loan Agreement, Bank may set a monthly commitment reduction under which the Borrowing Base and conditions of the Credit Agreement Bank's commitment under this Note may decline monthly, and the other provisions amount outstanding under this Note may not exceed this declining Borrowing Base. The unpaid balance of this NoteNote shall increase and decrease with each new advance or payment hereunder, Maker as the case may be. This Note shall not be deemed terminated or canceled prior to the Maturity Date, although the entire principal balance hereof may from time to time be paid in full. Borrower may borrow, repay and reborrow against this Note at hereunder. Unless otherwise agreed to in writing or otherwise required by applicable law, payments will be applied first to unpaid accrued interest, then to principal, and any time unless remaining amount to any unpaid collection costs, delinquency charges, and until a Default other charges; provided, however, upon delinquency or other Event of Default has occurred which Default, Bank reserves the Payee has not declared right to have been fully cured or waivedapply payments among principal, interest, delinquency charges, collection costs, and (except as the Credit Agreement or any other charges, at its discretion. All payments of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's Lender Commitment. Interest or interest on the amount of each advance against this Note shall be computed on the amount made in lawful money of the unpaid balance United States of that advance from America in immediately available funds, at the date it is made until address of Bank indicated above, or such other place as the date it is repaid. If Maker's right (if any) to borrow against holder of this Note shall ever lapse because designate in writing to Borrower. If any payment of the occurrence principal of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of interest on this Note at shall become due on a day which is not a Business Day or LIBOR Business Day, such payment shall be made on the next succeeding Business Day or LIBOR Business Day, as applicable, and any such extension of time shall be the total included in computing interest in connection with such payment. The books and records of Bank shall be prima facie evidence of all outstanding principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments accrued and unpaid interest on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeNote.

Revolving Credit. Upon and subject to the terms and conditions of the ---------------- Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after -------------------------- notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or INITIALLED FOR IDENTIFICATION:_____ construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer or manual records; provided, ; that the Payeeany Holder's -------- failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Article 15.10(b) of Chapter 15 ("Chapter 15") of the Texas Credit Code, that Chapter 15 ---------- (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 15 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment$200,000,000.00. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer or manual records; provided, that the Payeeany Holder's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Article 15.10(b) of Chapter 15 ("Chapter 15") of the Texas Credit Code, that Chapter 15 (which relates to open- end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 15 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer or manual records; provided, that the Payeeany Holder's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Article 15.10(b) of Chapter 15 ("Chapter 15") of the Texas Credit Code, that Chapter 15 (which relates to open- end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 15 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Note, Maker may borrow, repay and reborrow against this Note at any time unless and until a Default or Event of Default has occurred which the Payee has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal of this Note at any time outstanding does not exceed the Payee's ’s Lender Commitment. Interest on the amount of each advance against this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's ’s right (if any) to borrow against this Note shall ever lapse because of the occurrence of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's ’s account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's ’s computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's ’s computer or manual records; provided, that the Payee's ’s failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's ’s obligations or the Payee's ’s rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's ’s entitlement to credit for that payment as of the date of its receipt by the Payee.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an “Event of Default Potential Default”) which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's ’s Lender Commitment. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's ’s right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's ’s account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the Payee's Holder’s computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's Holder’s computer or manual records; provided, that the Payee's any Holder’s failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's ’s obligations or the Payee's any Holder’s rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's ’s entitlement to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer or manual records; provided, that the Payeeany Holder's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the Payee.Holder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to EXHIBIT C

Revolving Credit. Upon and subject to the terms and conditions of the Credit Agreement and the other provisions of this Notenote, Maker may borrow, repay and reborrow against this Note note at any time unless and until a Default default (however designated) or event (an "Event of Default Potential Default") which, if not cured after notice or before the lapse of time (or both) would develop into a default under this note, the Credit Agreement or any other Credit Documents has occurred which the Payee Holder has not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the other Credit Documents may otherwise provide) there is no limit on the number of advances against this Note note so long as the total unpaid principal of this Note note at any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against this Note note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right (if any) to borrow against this Note note shall ever lapse because of the occurrence of any Default or Event of Defaultdefault, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee Holder shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note note at any time shall be the total of all principal lent against this Note note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note note received by the PayeeHolder. Absent manifest error, the PayeeHolder's computer records shall on any day conclusively evidence the unpaid balance of this Note note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note note may be (but are not required to be) endorsed by the Payee Holder on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the PayeeHolder's computer or manual records; provided, that the Payeeany Holder's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payeeany Holder's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement entitle- ment to credit for that payment as of the date of its receipt by the PayeeHolder. Maker and Payee expressly agree, as expressly allowed by Chapter 346 of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this note or to any loan evidenced by this note and that neither this note nor any such loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Revolving Credit. Upon and subject Subject to all of the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to extend a Revolving Credit to the Borrowers in the amount of its commitment to extend the Revolving Credit set forth on the applicable signature page hereof (its "Commitment" and cumulatively for all the Lenders, the "Commitments") (subject to any reductions thereof pursuant to the terms hereof) prior to the Termination Date. Such Revolving Credit may be availed of by each Borrower in its discretion from time to time, be repaid and used again, during the period from the date hereof to and including the Termination Date. The Revolving Credit, subject to all of the Credit Agreement terms and conditions hereof, may be utilized by any one or more of the Borrowers in the form of Revolving Loans, Swing Line Loans and Letters of Credit, all as more fully hereinafter set forth; provided, however, that the aggregate amount of the Revolving Loans, the Swing Line Loans and the other provisions of this Note, Maker may borrow, repay and reborrow against this Note L/C Obligations outstanding at any one time from all the Borrowers taken together shall not at any time unless and until a Default or Event of Default has occurred which exceed the Payee has not declared to have been fully cured or waived, and (except as the Credit Agreement or any lesser of the other Credit Documents may otherwise provide) there is no limit on Commitments then in effect or the number of advances against this Note so long Available Borrowing Base as then determined and computed for all the total unpaid principal of this Note Borrowers; provided further, however, that the aggregate amount outstanding at any time outstanding does on Revolving Loans and Swing Line Loans made to each Borrower, and L/C Obligations in respect of Letters of Credit issued for such Borrower's sole or joint account, shall not exceed such Borrower's Available Borrowing Base as then determined and computed. For all purposes of this Agreement and except as otherwise set forth in Section 3.1 hereof, where a determination of the Payee's Lender Commitment. Interest on the amount of each advance against this Note shall be computed on the unused or available amount of the unpaid balance of that advance from Commitments is necessary, the date it is made until Revolving Loans, the date it is repaidSwing Line Loans and the L/C Obligations shall all be deemed to utilize the Commitments. If Maker's right (if any) to borrow against this Note shall ever lapse because The obligations of the occurrence of Lenders hereunder are several and not joint and no Lender shall under any Default or Event of Default, it shall not circumstances be reinstated (or construed from any course of conduct or otherwise obligated to have been reinstated) unless and until the Payee shall declare extend credit hereunder in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date excess of its receipt by the PayeeCommitment.

Revolving Credit. Upon and subject This Note will evidence a revolving line of credit ---------------- to Maker. Subject to the terms and conditions of the Credit Agreement and "Loan Agreement" pertaining to the other provisions of loan evidenced by this Note, which is of even date herewith between Maker may borrowand Holder, repay Maker shall have the right from time to time during the term of this Note to borrow and, upon repayment, re-borrow from the Holder amounts having the aggregate principal balance at any one time not exceeding the lesser of (i) the "Borrowing Base" (defined below) determined as of the date of any borrowing or re-borrowing, or (ii) the Face Amount. Advances under this Note shall be made in accordance with Paragraphs 1.1,1.2 and reborrow against 1.3 of the Loan Agreement. Maker agree to be liable for all sums advanced in accordance with Paragraphs 1.1,1.2 and 1.3 of the Loan Agreement. The unpaid principal balance owing on this Note at any time unless and until a Default may be evidenced by endorsements on this Note or Event of Default has occurred which the Payee has not declared by Holder's internal records, including daily computer print-outs. Holder will have no obligation to have been fully cured or waived, and advance funds under this Note if: (except as the Credit Agreement i) Maker or any guarantor is in default under the terms of this Note, the Loan Agreement, the "Security Agreement" (defined below) or any agreement that Maker or any guarantor has with Holder, including any agreement made in connection with the signing of the other Credit Documents may Note; (ii) Maker or any guarantor ceases doing business or is insolvent; (iii) and any guarantor seeks, claims or otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal attempts to limit, modify or revoke such guarantor's guarantee of this Note at or any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against other loan with Holder; (iv) Maker have applied funds provided pursuant to this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right for purposes other than those authorized by Holder; or (if anyv) to borrow against Holder in good xxxxx xxxxx itself insecure under this Note shall ever lapse because of or any other agreement between Holder and Maker. For these purposes Borrowing Base, Trade Accounts Receivable and Eligible Trade Accounts Receivable will have the occurrence of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded meaning as defined in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeLoan Agreement.

Revolving Credit. Upon and subject This Note will evidence a revolving line of credit to ---------------- Maker. Subject to the terms and conditions of the Credit Agreement and "Loan Agreement" pertaining to the other provisions of loan evidenced by this Note, which is of even date herewith between Maker may borrowand Holder, repay Maker shall have the right from time to time during the term of this Note to borrow and, upon repayment, re-borrow from the Holder amounts having the aggregate principal balance at any one time not exceeding the lesser of (i) the "Borrowing Base" (defined below) determined as of the date of any borrowing or reborrowing, or (ii) the Face Amount. Advances under this Note shall be made in accordance with Paragraphs 2.1,2.2 and reborrow against 2.3 of the Loan Agreement. Maker agree to be liable for all sums advanced in accordance with Paragraphs 2.1, 2.2 and 2.3 of the Loan Agreement. The unpaid principal balance owing on this Note at any time unless and until a Default may be evidenced by endorsements on this Note or Event of Default has occurred which the Payee has not declared by Holder's internal records, including daily computer print-outs. Holder will have no obligation to have been fully cured or waived, and advance funds under this Note if (except as the Credit Agreement i) Maker or any guarantor is in default under the terms of this Note, the Loan Agreement, the "Security Agreement" (defined below) or any agreement that Maker or any guarantor has with Holder, including any agreement made in connection with the signing of the other Credit Documents may Note; (ii) Maker or any guarantor ceases doing business or is insolvent; (iii) and any guarantor seeks, claims or otherwise provide) there is no limit on the number of advances against this Note so long as the total unpaid principal attempts to limit, modify or revoke such guarantor's guarantee of this Note at or any time outstanding does not exceed the Payee's Lender Commitment. Interest on the amount of each advance against other loan with Holder; (iv) Maker have applied funds provided pursuant to this Note shall be computed on the amount of the unpaid balance of that advance from the date it is made until the date it is repaid. If Maker's right for purposes other than those authorized by Holder; or (if anyv) to borrow against Holder in good xxxxx xxxxx itself insecure under this Note shall ever lapse because of or any other agreement between Holder and Maker. For these purposes Borrowing Base, Trade Accounts Receivable and Eligible Trade Accounts Receivable will have the occurrence of any Default or Event of Default, it shall not be reinstated (or construed from any course of conduct or otherwise to have been reinstated) unless and until the Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal balance of this Note at any time shall be the total of all principal lent against this Note to Maker or for Maker's account less the sum of all principal payments and permitted prepayments on this Note received by the Payee. Absent manifest error, the Payee's computer records shall on any day conclusively evidence the unpaid balance of this Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made on this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto (which is hereby made a part hereof for all purposes) or otherwise recorded meaning as defined in the Payee's computer or manual records; provided, that the Payee's failure to make notation of (a) any principal advance or accrual of interest shall not cancel, limit or otherwise affect Maker's obligations or the Payee's rights with respect to that advance or accrual, or (b) any payment or permitted prepayment of principal or interest shall not cancel, limit or otherwise affect Maker's entitlement to credit for that payment as of the date of its receipt by the PayeeLoan Agreement.