Common use of Working Capital Loan Commitments Clause in Contracts

Working Capital Loan Commitments. (i) Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Working Capital Lender severally agrees to make Working Capital Advances to the Borrower, during the Working Capital Loan Availability Period on any Working Capital Loan Funding Date, in an amount equal to its Pro Rata Share of the Working Capital Loan requested to be made on such date, but in no event shall the sum of (x) any Working Capital Advance made by any Working Capital Lender as of any date, plus (y) the aggregate principal amount of Working Capital Advances previously made by such Working Capital Lender that remain outstanding and unpaid as of such date, plus (z) such Working Capital Lender's ConEd Letter of Credit Exposure on such date, exceed such Working Capital Lender's Working Capital Loan Commitment. As of any date, the aggregate amount of all Working Capital Advances made by all Working Capital Lenders hereunder and that remain outstanding and unpaid from time to time plus the aggregate amount of all ConEd Letter of Credit Exposure on such date, shall not in any event exceed the Maximum Working Capital Loan Amount. Unless earlier terminated in accordance herewith, the Working Capital Loan Commitments shall terminate in their entirety on the Final Maturity Date. Subject to the terms hereof, Working Capital Loans that are repaid prior to the Final Maturity Date may be reborrowed. (ii) The failure of any Working Capital Lender to make a Working Capital Advance to be made by it as part of any Working Capital Loan shall not relieve, in and of itself, any other Working Capital Lender of its obligation hereunder to make its Working Capital Advance on the date of such Working Capital Loan, but no Working Capital Lender shall be responsible for the failure of any other Working Capital Lender to make the Working Capital Advance to be made by such other Working Capital Lender on the date of such Working Capital Loan.

Working Capital Loan Commitments. (i) Subject to the terms and conditions of this Agreement and relying on in reliance upon the representations and warranties of Borrower herein set forth hereinforth, each Working Capital Lender hereby severally agrees to make (i) convert the Existing Working Capital Advances Loans, if any, made by such Lender and outstanding on the Restatement Effective Date and to the Borrower, maintain such Existing Working Capital Loans as Working Capital Loans under this Agreement and (ii) lend to Borrower from time to time during the period from the Restatement Effective Date to but excluding the Expiry Date Working Capital Loan Availability Period on any Working Capital Loan Funding Date, Loans in an aggregate amount equal to its (a) such Lender's Pro Rata Share of the aggregate Working Capital Loan requested Commitments minus (b) the aggregate amount of converted Existing Working Capital Loans of such Lender converted pursuant to clause (i) above then outstanding. Each Lender's commitment to convert and make Working Capital Loans to Borrower pursuant to this subsection 2.2A is herein called its "Working Capital Loan Commitment" and such commitments of all Lenders in the aggregate are herein called the "Working Capital Loan Commitments". The original amount of each Lender's Working Capital Loan Commitment is set forth on Schedule 1.1C annexed hereto and the aggregate initial amount of the Working Capital Loan Commitments is $80,000,000. Each Lender's Working Capital Loan Commitment shall expire on the Expiry Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans shall be paid in full no later than that date; provided that each Lender's Working Capital Loan Commitment shall expire immediately and without further action on the Restatement Effective Date if the Tranche A Term Loans and Tranche B Term Loans are not made in the full amount of the Tranche A Term Loan Commitments and Tranche B Term Loan Commitments, respectively on such that date. The amount of the Working Capital Loan Commitments shall be reduced by the amount of all reductions thereof made pursuant to subsections 2.5A, but in 2.5F and 2.5G through the date of determination. In no event shall the sum aggregate outstanding principal amount of (x) any the Working Capital Advance Loans from any Lender (whether converted or made hereunder) at any time exceed its Working Capital Loan Commitment then in effect. Subject to subsection 2.7D and except to the extent necessary to give effect to the conversion of Existing Working Capital Loans, all Working Capital Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make Working Capital Loans hereunder nor shall the Working Capital Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make Working Capital Loans hereunder. Notwithstanding the foregoing provisions of this subsection 2.2A and the provisions of subsection 2.2B, the extensions of credit under the Working Capital Loan Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (i) For thirty (30) consecutive days, at any time, during each twelve (12) consecutive month period after the Restatement Effective Date the aggregate principal amount of outstanding Working Capital Loans and Swing Line Loans shall not exceed $15,000,000; (ii) The amount otherwise available for borrowing under the Working Capital Loan Commitments as of any date, time of determination (other than to reimburse Issuing Lender for the amount of any drawings under any Letters of Credit honored by Issuing Lender and not theretofore reimbursed by Borrower) shall be reduced by (a) Letter of Credit Usage as of such time of determination plus (yb) the aggregate principal amount of all outstanding Swing Line Loans (other than Swing Line Loans being repaid with the proceeds of the Working Capital Advances previously made by such Working Capital Lender that remain outstanding and unpaid Loans being made) as of such date, plus time of determination; (ziii) such Working Capital Lender's ConEd Letter At no time shall the Total Utilization of Credit Exposure on such date, exceed such Working Capital Lender's Working Capital Loan Commitment. As of any date, the aggregate amount of all Working Capital Advances made by all Working Capital Lenders hereunder and that remain outstanding and unpaid from time to time plus the aggregate amount of all ConEd Letter of Credit Exposure on such date, shall not in any event exceed the Maximum Working Capital Loan Amount. Unless earlier terminated in accordance herewith, the Working Capital Loan Commitments exceed the aggregate Working Capital Loan Commitments then in effect; (iv) In no event shall terminate any Lender's Pro Rata Share of the Total Utilization of Working Capital Loan Commitments as of any date of determination exceed its Working Capital Loan Commitment then in their entirety on effect; (v) At no time shall the Final Maturity DateTotal Utilization of Working Capital Loan Commitments exceed the then applicable Borrowing Base. Subject to the terms hereof, Working Capital Loans that are repaid prior to the Final Maturity Date borrowed by Borrower may be repaid and, to but excluding the Expiry Date, reborrowed. (ii) The failure of any Working Capital Lender to make a Working Capital Advance to be made by it as part of any . Each Working Capital Loan shall be repaid not relieve, in and of itself, any other later than thirty-five months after the date such advance was made. Working Capital Lender of its obligation hereunder to make its Working Capital Advance Loans made on the date of such Working Capital Loan, but no Working Capital Lender any Funding Date shall be responsible for in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided, that the failure amount of Eurodollar Rate Loans made on any other Working Capital Lender to make the Working Capital Advance to Funding Date shall be made by such other Working Capital Lender on the date in an aggregate minimum amount of such Working Capital Loan$5,000,000 and integral multiples of $1,000,000 in excess of that amount.

Working Capital Loan Commitments. (i) Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Working Capital Lender severally agrees to make Working Capital Advances to the Borrower, during the Working Capital Loan Availability Period on any Working Capital Loan Funding Date, in an amount equal to its Pro Rata Share of the Working Capital Loan requested to be made on such date, but in no event shall the sum of (x) any Working Capital Advance made by any Working Capital Lender as of any date, plus (y) the aggregate principal amount of Working Capital Advances previously made by such Working Capital Lender that remain outstanding and unpaid as of such date, plus (z) such Working Capital Lender's ConEd Letter of Credit Exposure on such date, exceed such Working Capital Lender's Working Capital Loan Commitment. As of any date, the aggregate amount of all Working Capital Advances made by all Working Capital Lenders hereunder and that remain outstanding and unpaid from time to time plus the aggregate amount of all ConEd Letter of Credit Exposure on such date, shall not in any event exceed the Maximum Working Capital Loan AmountAvailable Amount as of such date. Unless earlier terminated in accordance herewith, the Working Capital Loan Commitments shall terminate in their entirety on the Final Maturity Date. Subject to the terms hereof, Working Capital Loans that are repaid prior to the Final Maturity Date may be reborrowed. (ii) The failure of any Working Capital Lender to make a Working Capital Advance to be made by it as part of any Working Capital Loan shall not relieve, in and of itself, any other Working Capital Lender of its obligation hereunder to make its Working Capital Advance on the date of such Working Capital Loan, but no Working Capital Lender shall be responsible for the failure of any other Working Capital Lender to make the Working Capital Advance to be made by such other Working Capital Lender on the date of such Working Capital Loan.other

Working Capital Loan Commitments. (ia) Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth hereinAgreement, each Working Capital Lender Bank severally agrees to make loans (the "WORKING CAPITAL LOANS") to the Company at any time and from time to time during the Commitment Period, in an aggregate principal amount at any one time outstanding not to exceed such Bank's Working Capital Advances Commitment; PROVIDED that no Bank shall have an obligation to the Borrower, during the Working Capital Loan Availability Period on make any Working Capital Loan Funding Dateif, in an amount equal after giving effect to its Pro Rata Share the making (and the use of the Working Capital Loan requested to be made on such dateproceeds) thereof, but in no event shall the sum of (x) any the Available Working Capital Advance made by any Working Capital Lender as Commitment of any date, plus such Bank would be less than zero or (y) the aggregate principal amount of Aggregate Outstanding Working Capital Advances previously made by Extensions of Credit would exceed such Bank's Commitment Percentage of the Borrowing Base. The Working Capital Lender that remain outstanding and unpaid as of such date, plus (z) such Working Capital Lender's ConEd Letter of Credit Exposure on such date, exceed such Working Capital Lender's Working Capital Loan Commitment. As of any date, the aggregate amount of all Working Capital Advances made by all Working Capital Lenders hereunder and that remain outstanding and unpaid Loans may from time to time plus be either (a) Alternate Base Rate Loans, (b) Eurodollar Loans or (c) a combination thereof, as determined by the aggregate amount of all ConEd Letter of Credit Exposure on such date, shall not in any event exceed Company and notified to the Maximum Working Capital Loan Amount. Unless earlier terminated Agent in accordance herewith, the Working Capital Loan Commitments shall terminate in their entirety on the Final Maturity Date. Subject to the terms with subsection 2.3 and 6.8 hereof, Working Capital Loans ; PROVIDED that are repaid prior to the Final Maturity Date may be reborrowed. (ii) The failure of any Working Capital Lender to make a Working Capital Advance to be made by it as part of any no Working Capital Loan shall not relieve, in and of itself, any other Working Capital Lender of its obligation hereunder be made as a Eurodollar Loan after the day that is one month prior to make its Working Capital Advance on the date of such Working Capital Loan, but no Working Capital Lender shall be responsible for the failure of any other Working Capital Lender to make Commitment Termination Date. The Company may use the Working Capital Advance Commitment by borrowing, prepaying the Working Capital Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions of this Agreement. (b) The Company shall deliver a Borrowing Base Certificate to the Agent sufficiently in advance of the Closing Date to permit the Agent to determine the Borrowing Base to be made by in effect on the Closing Date and, thereafter, shall deliver Borrowing Base Certificates and such other Working Capital Lender materials to the Agent in accordance with the provisions of subsection 9.1(i). Each such Borrowing Base Certificate shall certify the Borrowing Base in effect on the date last day of the applicable reporting period. Promptly following its receipt of each Borrowing Base Certificate, the Agent shall determine the then current Borrowing Base using the information contained in such Working Capital LoanBorrowing Base Certificate and shall notify the Company and each Bank of the Borrowing Base so determined. Each determination of the Borrowing Base by the Agent shall remain in effect until notice of a redetermined Borrowing Base shall have been given by the Agent in accordance with the provisions of this subsection 2.1(b).