Common use of Facility C Clause in Contracts

Facility C. Until the Revolving Credit Termination Date, each Lender agrees, on the terms and conditions set forth in this Agreement, to make loans (each, a "Facility C Loan" and, collectively, the "Facility C Loans") to the Borrowers from time to time in a principal amount requested by either Borrower. The maximum amount of the Facility C Commitment which each Lender agrees to extend to the Borrowers shall be as set forth opposite such Lender's signature hereto under the heading "Facility C Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Borrowers may use the Facility C Commitments by borrowing, repaying and reborrowing Facility C Loans in whole or in part as more fully set forth herein, provided that the aggregate principal amount of Facility C Loans outstanding at any one time shall not exceed the Facility C Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility C Commitments in excess of its Facility C Commitment. Each Borrowing of Facility C Loans shall be made ratably by the Lenders in accordance with their Facility C Commitments. On each June 15 occurring after the earlier to occur of (i) the date two years after the date hereof and (ii) the date on which the Borrowers shall have borrowed more than 50% of the Facility C Commitments (without giving effect to any repayments thereof), the Borrowers shall repay one-seventh (1/7th) of the original principal amount of each Facility C Loan outstanding on the immediately preceding March 31 with the aggregate principal amount of all Facility C Loans not sooner paid due and payable on the Revolving Credit Termination Date. In order to so repay the Facility C Loans in accordance with clauses (i) and (ii) of the preceding sentence, the Borrowers shall select Eurodollar Interest Periods that end on or before the dates for such payments or have outstanding Domestic Rate Loans in an amount sufficient so that all such required payments may be made on or before the required payment dates through repayments of Domestic Rate Loans or repayments of Eurodollar Loans on the last day of their Interest Periods, without refunding such Eurodollar Loans with new Facility C Loans, and not through repayments of Eurodollar Loans before the last day of their then applicable Interest Periods.

Facility C. Until 6.3.1 Prior to the Revolving Credit Termination Facility C Final Repayment Date, in circumstances where the Agent has not served a notice under clause 13.2.2, each Facility C Lender agreesagrees that, on notwithstanding the terms and conditions set forth in this Agreementof the relevant Ancillary Facilities Letter, to make loans (each, a "it will not cancel its Facility C Loan" Commitment, allow its Facility C Commitment to expire (without renewing it) or demand repayment of its Facility C Contribution (in either case in whole or in part) unless either (A) a successor Facility C Lender with a Facility C Commitment equal to the Facility C Contribution and/or the undrawn Facility C Commitment of the resigning Facility C Lender being repaid and/or cancelled is appointed contemporaneously with such repayment and/or cancellation pursuant to clause 17.13 or (B): (i) not less than three Banking Days notice are given by the Facility C Lender to TCN and the Agent of the repayment; (ii) the whole of its Facility C Contribution is to be repaid in full; (iii) the date of repayment is the last day of an Interest Period in respect of any Facility A Advance; and (iv) contemporaneously, collectivelywith such repayment its Facility C Commitment is cancelled in full. In the case of paragraph (B) above, the "relevant Facility C Loans"Lender agrees that contemporaneously with such repayment (the “Facility C Conversion Date”) it will automatically assume an additional Facility A Commitment equal to its Facility C Commitment immediately prior to such reduction, less the Borrowers from time to time in a principal amount requested by either Borrower. The maximum amount of the Facility C Commitment of any new Facility C Lender which each contemporaneously with such repayment becomes a Facility C Lender agrees pursuant to extend clause 17.13 and on the Facility C Conversion Date it will advance to TCN an amount equal to the Borrowers additional Facility A Commitment assumed by it which shall thereupon be added to and consolidated with the Facility A Advance referred to in (iii) above, the Facility A Contributions of such Lender and the Facility A Outstandings. 6.3.2 If all or any part of the Facility A Outstandings are prepaid pursuant to this Agreement the Agent shall forthwith distribute such payments in like funds as set forth opposite such are received by the Agent to the Lenders as follows: (a) to each Facility A Lender's signature hereto under , the heading "proportion thereof that the aggregate of its Facility C Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Borrowers may use A Contribution and the Facility C Commitments by borrowing, repaying of itself and reborrowing Facility C Loans in whole or in part as more fully set forth herein, provided that its Affiliates bears to the aggregate principal amount of the Facility C Loans outstanding at any one time shall not exceed A Outstandings and the Facility C Total Commitments. The obligations ; (b) if, in relation to any Facility A Lender, the application of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility C Commitments paragraph (a) above would result in a payment in excess of its Facility C Commitment. Each Borrowing of A Contribution such excess shall be applied against the Facility C Loans Contribution of itself and/or its Affiliates (as applicable) and the Facility C Commitments of itself and/or its Affiliates (as applicable) shall be made ratably by automatically cancelled in the Lenders same amount. To the extent that any amount which falls to be applied under paragraph (b) above is in accordance with their Facility C Commitments. On each June 15 occurring after the earlier to occur of (i) the date two years after the date hereof and (ii) the date on which the Borrowers shall have borrowed more than 50% excess of the Facility C Commitments Contribution of the relevant Facility C Lender and/or its Affiliates the Agent shall return such amount to the Borrower (without giving effect prejudice to any repayments thereof), the Borrowers shall repay one-seventh (1/7th) cancellation of the original principal relevant part of the Facility C Commitment of the relevant Lender). 6.3.3 If any amount of falls to be applied pursuant to clause 8.12.5: (a) each Facility C Loan outstanding on Lender shall exercise its rights under the immediately preceding March 31 with Group Pooling Arrangements to the aggregate principal amount of all maximum extent possible; (b) following such exercise such Facility C Loans not sooner paid due Lender will automatically assume a Facility A Commitment equal to its Facility C Commitment at the Recapitalisation Supplemental Effective Date (as subsequently reduced pursuant to clauses 6.3.1 and payable on the Revolving Credit Termination Date. In order to so repay 6.3.2); (c) the Facility C Loans Contribution of such Lender shall be converted to a Facility A Contribution and such Lender will make (subject to paragraph (d) below), a further Facility A Advance to TCN equal to the difference between its Facility A Commitment and Facility A Contribution which TCN hereby irrevocably and unconditionally instructs it to do by paying the same to the Agent for application in accordance with clauses clause 8.12; and (id) and (ii) in making the relevant distribution pursuant to clause 8.12.5, the Agent will make a payment to each Facility A Lender net of the preceding sentence, the Borrowers shall select Eurodollar Interest Periods that end on or before the dates for amount of any Facility A Advance which such payments or have outstanding Domestic Rate Loans in an amount sufficient so that all such required payments may be made on or before the required payment dates through repayments of Domestic Rate Loans or repayments of Eurodollar Loans on the last day of their Interest Periods, without refunding such Eurodollar Loans with new Facility C Loans, and not through repayments of Eurodollar Loans before the last day of their then applicable Interest PeriodsA Lender is obliged to make pursuant to paragraph (c) above.