Common use of Commitment to Make Loans Clause in Contracts

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment at such time over (ii) such Lender's Revolving Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) $2,000,000 and (ii) the excess, if any, of (A) the Revolving Credit Commitments at such time over (B) the Aggregate Revolving Credit Exposure at such time. (e) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(d) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid in respect of the Tranche A Term Loans or the Tranche B Term Loans may not be reborrowed.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment set forth opposite its name on Schedule 2.02 (a) (as the same may be reduced from time to time pursuant to Section 2.10 or changed from time to time pursuant to an assignment in accordance with Section 9.04) over the sum of its Applicable Percentage of outstanding and unpaid Revolving Loans at such time, PLUS the Dollar Amount of its Letter of Credit Exposure at such time over (ii) such Lender's Revolving Credit PLUS its Swingline Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) $2,000,000 and (ii) the excess, if any, of (A) the Revolving Credit Commitments at such time over (B) the Aggregate Revolving Credit Exposure at such time. (eb) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.02(a) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid . (c) Subject to the terms and conditions and relying on the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower, from time to time during the Revolving Credit Availability Period, in respect an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $10,000,000 and (ii) the excess, if any, of the Tranche A Term Loans aggregate amount of all Lenders' Revolving Credit Commitments, as the same may be reduced from time to time pursuant to Section 2.10 or changed from time to time pursuant to an assignment in accordance with Section 9.04, over the Tranche B Term Loans may not sum of (A) the then outstanding and unpaid Revolving Credit Loans, (B) the then outstanding Dollar Amount of aggregate Letter of Credit Exposure and (C) the then outstanding aggregate Swingline Exposure. Each Swingline Loan shall be reborrowedin a principal amount that is an integral multiple of $100,000.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, having a Revolving Credit Loan Commitment severally and not jointly, agrees to make loans (each such loan, a Tranche A Term Loan “Revolving Credit Loan”) to the Borrower Borrowers from time to time, on any Business Day during the Closing Date Availability Period, in a principal an aggregate amount equal not to exceed at any time outstanding the amount of its Tranche A Term such Lender’s Revolving Credit Loan Commitment; provided, however, that after giving effect to any Revolving Credit Loans, (i) the Total Revolving Credit Outstandings shall not exceed the aggregate amount of the Revolving Credit Loan Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Loan Commitment. Within the limits of each applicable Lender’s Revolving Credit Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Credit Loans may be Base Rate Loans, Eurodollar Rate Loans or One-Month LIBO Rate Loans, as further provided herein. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment.[Reserved] (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forthforth herein, each Revolving Credit Lender agrees, having a Development Loan Commitment severally and not jointly, agrees to make Revolving Loans loans (each such loan, a “Development Loan”) to the Borrower, at any time and Borrowers from time to time time, on any Business Day during the Revolving Credit Development Loan Availability PeriodPeriod (but in no event more frequently than five (5) times in any calendar month), in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the excess, if any, amount of (i) such Lender's Revolving Credit Commitment at such time over (ii) such ’s Development Loan Commitment; provided, however, that after giving effect to any Development Loans, the Total Development Loan Outstandings shall not exceed the aggregate amount of the Development Loan Commitments. Within the limits of each applicable Lender's Revolving Credit Exposure at such time’s Development Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(c), prepay under Section 2.03 and reborrow under this Section 2.01(c). Development Loans may be Base Rate Loans, Eurodollar Rate Loans or One-Month LIBO Rate Loans, as further provided herein. (d) Subject On any Conversion Date, the Total Development Loan Outstandings as of such date shall be converted to a term loan (each, a “Converted Term Loan” and collectively, the “Converted Term Loans”). As of such Conversion Date, the Maximum Development Loan Commitment shall be reduced by an amount equal to the terms and conditions and relying upon Total Development Loan Outstandings covered to a Converted Term Loan. No amount of the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline Loans to Converted Term Loan repaid or prepaid by the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) $2,000,000 and (ii) the excess, if any, of (A) the Revolving Credit Commitments at such time over (B) the Aggregate Revolving Credit Exposure at such time. (e) may be reborrowed hereunder. The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(d) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid in respect of the Tranche A Term Loans or the Tranche B Converted Term Loans may not be reborrowedBase Rate Loans, Eurodollar Rate Loans or One-Month LIBO Rate Loans.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the BorrowerBorrowers, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's ’s Revolving Credit Commitment set forth opposite its name on Schedule 2.02(a) (as the same may be reduced or increased from time to time pursuant to the terms hereof) over its Applicable Percentage of the sum of the Dollar Amount of outstanding and unpaid Revolving Loans at such time over (ii) such Lender's Revolving time, plus the Dollar Amount of its Letter of Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the plus its Swingline Lender agrees to make Swingline Loans to the Borrower Exposure at any time and from time to time after the Closing Date and during the Revolving Credit Availability Periodsuch time; provided, in an aggregate principal amount at any time outstanding not to exceed the lesser of that, (i) the aggregate outstanding principal Dollar Amount of Foreign Currency Revolving Loans together with the aggregate Dollar Amount of Letter of Credit Exposure in respect of Foreign Currency Letters of Credit shall not exceed $2,000,000 and 25,000,000 at any time, (ii) the excessaggregate principal Dollar Amount of Letter of Credit Exposure shall not exceed the limits applicable thereto as set forth in Section 2.23, if any, of (Aiii) the Revolving Credit Commitments at such time over aggregate outstanding principal amount of Swingline Loans shall not exceed the limits set forth in Section 2.02(c), (Biv) the Aggregate Revolving Outstanding Credit Exposure at such timeshall not exceed the Aggregate Commitment and (v) the aggregate outstanding principal Dollar Amount of Loans made to the Subsidiary Borrower plus the aggregate Letter of Credit Exposure of the Lenders in respect of Letters of Credit issued for the account of the Subsidiary Borrower shall not exceed $25,000,000. (eb) The Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.02(a) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid . (c) Subject to the terms and conditions and relying on the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower, from time to time during the Revolving Credit Availability Period, in respect an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $10,000,000 and (ii) the excess, if any, of the Tranche A Term Loans or Aggregate Commitment at such time over the Tranche B Term Loans may not Aggregate Outstanding Credit Exposure at such time. Each Swingline Loan shall be reborrowedin a principal amount that is an integral multiple of $100,000.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment set forth opposite its name on Schedule 2.02 (a) (as the same may be reduced or increased from time to time pursuant to the terms hereof) over its Applicable Percentage of the sum of the Dollar Amount of outstanding and unpaid Revolving Loans at such time over (ii) such Lender's Revolving time, PLUS the Dollar Amount of its Letter of Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the PLUS its Swingline Lender agrees to make Swingline Loans to the Borrower Exposure at any time and from time to time after the Closing Date and during the Revolving Credit Availability Periodsuch time; PROVIDED, in an aggregate principal amount at any time outstanding not to exceed the lesser of THAT, (i) the aggregate outstanding principal Dollar Amount of Foreign Currency Revolving Loans together with the aggregate Dollar Amount of Letter of Credit Exposure in respect of Foreign Letters of Credit shall not exceed $2,000,000 and 125,000,000 at any time, (ii) the excessaggregate principal Dollar Amount of Letter of Credit Exposure shall not exceed the limits applicable thereto as set forth in Section 2.23, if any, of (Aiii) the Revolving Credit Commitments at such time over aggregate outstanding principal amount of Swingline Loans shall not exceed the limits set forth in Section 2.02(c) and (Biv) the Aggregate Revolving Outstanding Credit Exposure at such timeshall not exceed the Net Aggregate Commitment. (eb) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.02(a) and upon the other terms and subject to the other conditions and limitations set forth herein. (c) Subject to the terms and conditions and relying on the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower, from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $10,000,000 and (ii) the excess, if any, of Net Aggregate Commitment at such time over the Aggregate Outstanding Credit Exposure at such time. Amounts paid or prepaid Each Swingline Loan shall be in respect a principal amount that is an integral multiple of the Tranche A Term Loans or the Tranche B Term Loans may not be reborrowed$100,000.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan Revolving Loans to the Borrower on Borrower, at any time and from time to time during the Closing Date Tranche A Revolving Credit Availability Period, in a an aggregate principal amount equal at any time outstanding not to exceed the amount lesser of (i) the excess, if any, of (A) such Lender's Tranche A Revolving Credit Commitment over (B) its Tranche A Term Loan CommitmentLetter of Credit Exposure at such time and (ii) the excess, if any, of (A) such Lender's Tranche A Revolving Credit Commitment Percentage of the Borrowing Base at such time over (B) its Tranche A Letter of Credit Exposure at such time, provided that, in no event shall the Lenders be required to make any Tranche A Revolving Loans if, after giving effect to such Loans, the sum of (I) the aggregate principal amount of outstanding Tranche A Revolving Loans on any date plus (II) the Tranche A Letter of Credit Exposure on such date exceed the aggregate Tranche A Revolving Credit Commitments of all the Lenders. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during the Tranche B Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Tranche B Revolving Credit Commitment at such time over (ii) such Lender's Revolving its Tranche B Letter of Credit Exposure at such time. (d) Subject , provided that, in no event shall the Lenders be required to the terms and conditions and relying upon the representations and warranties herein set forthmake any Tranche B Revolving Loans if, after giving effect to such Loans, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) $2,000,000 and (ii) the excess, if any, sum of (A) the aggregate principal amount of outstanding Tranche B Revolving Credit Commitments at such time over Loans on any date plus (B) the Aggregate Tranche B Letter of Credit Exposure on such date exceed the aggregate Tranche B Revolving Credit Exposure at such timeCommitments of all the Lenders. (ec) At any time during the period beginning 60 days prior to the Tranche B Conversion Date and ending on the date that is 30 Business Days prior to the Tranche B Conversion Date, the Borrower in its sole discretion may elect (the "Tranche B Term-Out Option") by written notice to the Administrative Agent, (i) to convert all or a portion of the Tranche B Revolving Term Loans outstanding on the Tranche B Conversion Date into term loans (each such loan, a "Tranche B Term Loan") on the Tranche B Conversion Date and (ii) subject to the terms of Section 2.21(b), to request an extension of the expiration of any Tranche B Letter of Credit outstanding on the Tranche B Term-Out Effective Date to a date no later than the date which is five Business Days prior to the Tranche B Maturity Date. The Tranche B Term-Out Option shall become effective on the Tranche B Term-Out Effective Date upon the receipt by the Administrative Agent of an Officers' Certificate, dated as of the Tranche B Term-Out Effective Date, certifying as of such date, that: (i) the ratio of Parent Consolidated Funded Debt to Parent Consolidated Cash Flow as of the Tranche B Term-Out Effective Date shall be no greater than 5.00 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating compliance with such condition to the satisfaction of the Agents); (ii) neither the Borrower nor any of its Subsidiaries shall have made any Restricted Payment since the date of the most recent Borrowing or issuance of Letter of Credit if, on the date of such Restricted Payment, the ratio of (x) Parent Consolidated Cash Flow to (y) Parent Consolidated Interest Expense plus the aggregate amount of Restricted Payments made by the Public Partnership to its equityholders during the Reference Period with respect to such date, was less than 0.75 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating compliance with such condition to the satisfaction of the Agents); (iii) on the Tranche B Term-Out Effective Date, the Public Partnership and its Subsidiaries shall have in effect weather insurance coverage of at least $12,500,000 on a consolidated basis; (iv) the representations and warranties set forth in Article III hereof and the representations and warranties of the Borrower and the other Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the Tranche B Term-Out Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); and (v) no Default or Event of Default shall have occurred and be continuing as of the Tranche B Term-Out Effective Date. (d) The Borrower may borrow, pay or prepay and reborrow Tranche A Revolving Loans and Swingline Loans during the Tranche A Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.01(a) and upon the other terms and subject to the other conditions and limitations set forth herein. The Borrower may borrow, pay or prepay and reborrow Tranche B Revolving Loans during the Tranche B Revolving Credit Availability Period, within the limits set forth in Section 2.01(b) and upon the other terms and subject to the other conditions and limitations set forth herein, provided that, subject to the terms and conditions set forth herein, at all times the Borrower shall maintain Tranche B Loans outstanding in a minimum principal amount of $500,000 until the earlier of (x) Facility B is terminated in full through acceleration or otherwise and (y) the Facility Obligations under the Parity Debt Credit Agreement have been paid in full in cash and the Commitments under the Parity Debt Credit Agreement have been fully terminated. Amounts paid or prepaid in respect of the Tranche A Term Loans or the Tranche B Term Loans may not be reborrowed.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, having a Revolving Credit Loan Commitment severally and not jointly, agrees to make loans (each such loan, a Tranche A Term Loan “Revolving Credit Loan”) to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and Borrowers from time to time time, on any Business Day during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment at such time over (ii) such Lender's Revolving Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding not the amount of such Lender’s Revolving Credit Loan Commitment; provided, however, that after giving effect to exceed the lesser of any Revolving Credit Loans, (i) $2,000,000 the Total Revolving Credit Outstandings shall not exceed the aggregate amount of the Revolving Credit Loan Commitments, and (ii) the excessaggregate Outstanding Amount of the Revolving Credit Loans of any Lender, if anyplus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Loan Commitment. Within the limits of each applicable Lender’s Revolving Credit Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Credit Loans may be Base Rate Loans, Eurodollar Rate Loans or One-Month LIBO Rate Loans, as further provided herein. (b) (i) Borrowers may, from time to time prior to the earlier of (A) the Revolving Credit Commitments at such time over Maturity Date or (B) the Aggregate Revolving Credit Exposure at such time. (e) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during any termination of the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(d) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid in respect of the Tranche A Term Loans or the Tranche B Term Loans may not be reborrowed.Commitments pursuant to

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Each Lender agrees, severally and not jointly, to make made a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Each Lender agrees, severally and not jointly, to make made a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans in dollars to the Borrower, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment Commitment, as set forth in Schedule 2.02(c), at such time over (ii) the Dollar Amount of such Lender's Revolving Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) $2,000,000 and (ii) the excess, if any, of (A) the Revolving Credit Commitments at such time over (B) the Dollar Amount of the Aggregate Revolving Credit Exposure at such time. (e) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c2.02(c) and 2.01(d2.02(d) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid in respect of the Tranche A Term Loans or the Tranche B Term Loans may not be reborrowed.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment at such time over (ii) such Lender's Revolving its Letter of Credit Exposure at such time. (d) Subject , provided that, in no event shall the Lenders be required to the terms and conditions and relying upon the representations and warranties herein set forthmake any Revolving Loans if, after giving effect to such Loans, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) $2,000,000 and (ii) the excess, if any, sum of (A) the aggregate principal amount of outstanding Revolving Loans on any date plus (ii) the Letter of Credit Exposure on such date exceed the aggregate Revolving Credit Commitments at such time over (B) of all the Aggregate Lenders. On the Closing Date, subject to the satisfaction of the conditions precedent set forth in Sections 4.01 and 4.02, the Lenders shall make Revolving Credit Exposure at such timeLoans to the Borrower in a minimum amount of $2,000,000. The Revolving Loans made on the Closing Date shall initially be ABR Revolving Loans. (eb) At any time during the period beginning 60 days prior to the Conversion Date and ending on the date that is 30 Business Days prior to the Conversion Date, the Borrower in its sole discretion may elect (the "Term-Out Option") by written notice to the Administrative Agent, (i) to convert all or a portion of the Revolving Loans outstanding on the Conversion Date into term loans (each such loan, a "Term Loan") on the Conversion Date and (ii) subject to the terms of Section 2.21(a), to request an extension of the expiration of any Letter of Credit outstanding on the Term-Out Effective Date to a date no later than the date which is five Business Days prior to the Maturity Date. The Term-Out Option shall become effective on the Term-Out Effective Date upon the receipt by the Administrative Agent of an Officers' Certificate, dated as of the Term-Out Effective Date, certifying as of such date, that: (i) the ratio of Parent Consolidated Funded Debt to Parent Consolidated Cash Flow as of the Term-Out Effective Date shall be no greater than 5.00 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating compliance with such condition to the satisfaction of the Agents); (ii) neither the Borrower nor any of its Subsidiaries shall have made any Restricted Payment since the date of the most recent Borrowing or issuance of Letter of Credit if, on the date of such Restricted Payment, the ratio of (x) Parent Consolidated Cash Flow to (y) Parent Consolidated Interest Expense plus the aggregate amount of Restricted Payments made by the Public Partnership to its equityholders during the Reference Period with respect to such date, was less than 0.75 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating compliance with such condition to the satisfaction of the Agents); (iii) on the Term-Out Effective Date, the Public Partnership and its Subsidiaries shall have in effect weather insurance coverage of at least $12,500,000 on a consolidated basis; (iv) the representations and warranties set forth in Article III hereof and the representations and warranties of the Borrower and the other Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the Term-Out Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (v) no Default or Event of Default shall have occurred and be continuing as of the Term-Out Effective Date; and (vi) the Tranche B Term-Out Effective Date (as defined in the Working Capital and Acquisition Facility Credit Agreement) shall have become, or will concurrently become, effective pursuant to the terms of Section 2.01(c) of the Working Capital and Acquisition Facility Credit Agreement. (c) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.01(a) and upon the other terms and subject to the other conditions and limitations set forth herein, provided, that subject to the terms and conditions set forth herein, at all times, Indebtedness outstanding under the Facility shall not be less than $2,000,000 until the earlier of (x) the date when the Facility shall have been terminated in full through acceleration or otherwise or (y) the date when the Facilities Obligations with respect to Facility B shall have been paid in full in cash and the Tranche B Revolving Credit Commitments shall have been fully terminated. Amounts paid or prepaid in respect of the Tranche A Term Loans or the Tranche B Term Loans may not be reborrowed.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the BorrowerBorrowers, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment set forth opposite its name on Schedule 2.02 (a) (as the same may be reduced or increased from time to time pursuant to the terms hereof) over its Applicable Percentage of the sum of the Dollar Amount of outstanding and unpaid Revolving Loans at such time over (ii) such Lender's Revolving time, plus the Dollar Amount of its Letter of Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the plus its Swingline Lender agrees to make Swingline Loans to the Borrower Exposure at any time and from time to time after the Closing Date and during the Revolving Credit Availability Periodsuch time; provided, in an aggregate principal amount at any time outstanding not to exceed the lesser of that, (i) the aggregate outstanding principal Dollar Amount of Foreign Currency Revolving Loans together with the aggregate Dollar Amount of Letter of Credit Exposure in respect of Foreign Currency Letters of Credit shall not exceed $2,000,000 and 75,000,000 at any time, (ii) the excessaggregate principal Dollar Amount of Letter of Credit Exposure shall not exceed the limits applicable thereto as set forth in Section 2.23, if any, of (Aiii) the Revolving Credit Commitments at such time over aggregate outstanding principal amount of Swingline Loans shall not exceed the limits set forth in Section 2.02(c), (Biv) the Aggregate Revolving Outstanding Credit Exposure at such timeshall not exceed the Net Aggregate Commitment and (v) the aggregate outstanding principal Dollar Amount of Loans made to the Subsidiary Borrower plus the aggregate Letter of Credit Exposure of the Lenders in respect of Letters of Credit issued for the account of the Subsidiary Borrower shall not exceed $50,000,000. (eb) The Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.02(a) and upon the other terms and subject to the other conditions and limitations set forth herein. (c) Subject to the terms and conditions and relying on the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower, from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $10,000,000 and (ii) the excess, if any, of Net Aggregate Commitment at such time over the Aggregate Outstanding Credit Exposure at such time. Amounts paid or prepaid Each Swingline Loan shall be in respect a principal amount that is an integral multiple of the Tranche A Term Loans or the Tranche B Term Loans may not be reborrowed$100,000.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the BorrowerBorrowers, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's ’s Revolving Credit Commitment set forth opposite its name on Schedule 2.02(a) (as the same may be reduced or increased from time to time pursuant to the terms hereof) over its Applicable Percentage of the sum of the Dollar Amount of outstanding and unpaid Revolving Loans at such time over (ii) such Lender's Revolving time, plus the Dollar Amount of its Letter of Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the plus its Swingline Lender agrees to make Swingline Loans to the Borrower Exposure at any time and from time to time after the Closing Date and during the Revolving Credit Availability Periodsuch time; provided, in an aggregate principal amount at any time outstanding not to exceed the lesser of that, (i) $2,000,000 and the aggregate outstanding principal Dollar Amount of Foreign Currency Revolving Loans together with the aggregate Dollar Amount of Letter of Credit Exposure in respect of Foreign Currency Letters of Credit shall not exceed the Aggregate Foreign Currency Commitment at any time, (ii) the excessaggregate principal Dollar Amount of Letter of Credit Exposure shall not exceed the limits applicable thereto as set forth in Section 2.23, if any, of (Aiii) the Revolving Credit Commitments at such time over aggregate outstanding principal amount of Swingline Loans shall not exceed the limits set forth in Section 2.02(c), (Biv) the Aggregate Revolving Outstanding Credit Exposure at such timeshall not exceed the Aggregate Commitment and (v) the aggregate outstanding principal Dollar Amount of Loans made to the Subsidiary Borrower plus the aggregate Letter of Credit Exposure of the Lenders in respect of Letters of Credit issued for the account of the Subsidiary Borrower shall not exceed the Aggregate Subsidiary Borrower Commitment. (eb) The Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.02(a) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid . (c) Subject to the terms and conditions and relying on the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower, from time to time during the Revolving Credit Availability Period, in respect an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $20,000,000 and (ii) the excess, if any, of the Tranche A Term Loans or Aggregate Commitment at such time over the Tranche B Term Loans may not Aggregate Outstanding Credit Exposure at such time. Each Swingline Loan shall be reborrowedin a principal amount that is an integral multiple of $100,000.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and Upon request from time to time during prior to the Revolving Credit Availability Period------------------------ Final Maturity Date, in an each Lender severally agrees to make revolving loans to the Borrower (such Lender's "Loans") so long as (a) each Loan by such Lender does ----- not exceed such Lender's Percentage Share of the aggregate principal amount at any one time outstanding not to exceed of Loans then requested from all Lenders, (b) the excess, if any, sum of (i) the aggregate amount of such Lender's Revolving Credit Commitment Loans outstanding at such any time over plus (ii) the Maximum Drawing Amount for which such Lender is liable to purchase participations under Section 3.3 (c) plus (iii) the Matured LC Obligations which have been funded by such Lender under such section and not repaid plus (iv) such Lender's Revolving Credit Exposure at Percentage Share of all Indebtedness incurred under Section 6.2(a)(vi) hereof does not exceed such time. Lender's Percentage Share of the Borrowing Base then outstanding and (dc) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline aggregate amount of all Loans to the Borrower at any time and from time to time after the Closing Date and during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding plus all LC Obligations plus all Indebtedness incurred under Section 6.2(a)(vi) hereof does not to exceed the lesser Borrowing Base then outstanding. The aggregate amount of all Loans requested of all Lenders in any Request for Advance must be greater than or equal to $1,000,000 (ior a higher integral multiple of $500,000) $2,000,000 and (ii) the excessor, if any, of (A) the Revolving Credit Commitments at such time over (B) the Aggregate Revolving Credit Exposure at such time. (e) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(d) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid $1,000,000 minimum aggregate amount applicable to any LIBOR Tranche in respect any Rate Election, may equal the unadvanced portion of the Tranche A Term Loans Borrowing Base or an amount required to finance the Tranche B Term reimbursement of an LC Disbursement as contemplated by Section 3.3. Subject to provisions of this Agreement, the Loans may not be reborrowedprepaid and reborrowed prior to the Final Maturity Date.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Revolving Credit Commitment set forth opposite its name on Schedule 2.02 (a) (as the same may be reduced from time to time pursuant to Section 2.10 or changed from time to time pursuant to an assignment in accordance with Section 9.04) over its Applicable Percentage of the sum of the Dollar Amount of outstanding and unpaid Revolving Loans at such time over (ii) such Lender's Revolving time, plus the Dollar Amount of its Letter of Credit Exposure at such time. (d) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the plus its Swingline Lender agrees to make Swingline Loans to the Borrower Exposure at any time and from time to time after the Closing Date and during the Revolving Credit Availability Periodsuch time; provided, in an aggregate principal amount at any time outstanding not to exceed the lesser of that, (i) the aggregate outstanding principal Dollar Amount of Foreign Currency Revolving Loans shall not exceed $2,000,000 and 100,000,000 at any time, (ii) the excessaggregate principal Dollar Amount of Letter of Credit Exposure shall not exceed the limits applicable thereto as set forth in Section 2.23, if any, of and (Aiii) the Revolving Credit Commitments at such time over (B) aggregate outstanding principal amount of Swingline Loans shall not exceed the Aggregate Revolving Credit Exposure at such timelimits set forth in Section 2.02(c). (eb) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and Swingline Loans during the Revolving Credit Availability Period, within the limits set forth in Sections 2.01(c) and 2.01(dSection 2.02(a) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid . (c) Subject to the terms and conditions and relying on the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower, from time to time during the Revolving Credit Availability Period, in respect an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $10,000,000 and (ii) the excess, if any, of the Tranche A Term Loans aggregate amount of all Lenders' Revolving Credit Commitments, as the same may be reduced from time to time pursuant to Section 2.10 or changed from time to time pursuant to an assignment in accordance with Section 9.04, over the Tranche B Term Loans may not sum of (A) the Dollar Amount of then outstanding and unpaid Revolving Loans, (B) the outstanding Dollar Amount of aggregate Letter of Credit Exposure and (C) the outstanding aggregate Swingline Exposure. Each Swingline Loan shall be reborrowedin a principal amount that is an integral multiple of $100,000.

Commitment to Make Loans. (a) Subject to the terms and ------------------------ conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche A Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Tranche A Lender agrees, severally and not jointly, to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount equal to the amount of its Tranche B Term Loan Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make A Revolving Loans to the Borrower, at any time and from time to time during the Tranche A Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the excess, if any, of (i) such Lender's Tranche A Revolving Credit Commitment set forth opposite its name on Schedule 2.01(a) (as the same may be reduced from time to time pursuant to Section 2.09 or changed from time to time pursuant to an assignment in accordance with Section 9.04) over the sum of its Applicable Tranche A Percentage of outstanding and unpaid Tranche A Revolving Loans at such time, PLUS its Letter of Credit Exposure at such time over (ii) such Lender's Revolving Credit PLUS its Swingline Exposure at such time. (db) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline each Tranche B Lender agrees agrees, severally and not jointly, to make Swingline Tranche B Revolving Loans to the Borrower Borrower, at any time and from time to time after the Closing Date and during the Tranche B Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $2,000,000 and (ii) the excess, if any, of (A) the such Lender's Tranche B Revolving Credit Commitments at such Commitment set forth opposite its name on Schedule 2.01(b) (as the same may be reduced from time to time pursuant to Section 2.09 or changed from time to time pursuant to an assignment in accordance with Section 9.04), over (B) the Aggregate its Applicable Tranche B Percentage of outstanding and unpaid Tranche B Revolving Credit Exposure Loans at such time. (ec) The Borrower may borrow, pay or prepay and reborrow Tranche A Revolving Loans and Swingline Loans during the Tranche A Revolving Credit Availability Period and Tranche B Revolving Loans during the Tranche B Revolving Credit Availability Period, within the limits set forth in Sections 2.01(cSection 2.01(a) and 2.01(d(b) and upon the other terms and subject to the other conditions and limitations set forth herein. Amounts paid or prepaid in respect of . (d) Subject to the terms and conditions and relying on the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower, from time to time during the Tranche A Term Loans Revolving Credit Availability Period, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $10,000,000 and (ii) the excess, if any, of the aggregate amount of all Lenders' Tranche A Revolving Credit Commitments, as the same may be reduced from time to time pursuant to Section 2.09 or changed from time to time pursuant to an assignment in accordance with Section 9.04, over the sum of (A) the then outstanding and unpaid Tranche B Term Loans may not A Revolving Credit Loans, (B) the then outstanding aggregate Letter of Credit Exposure and (C) the then outstanding aggregate Swingline Exposure. Each Swingline Loan shall be reborrowedin a principal amount that is an integral multiple of $100,000.