Common use of Tranche B Commitments Clause in Contracts

Tranche B Commitments. On and subject to the terms and conditions of this Reimbursement and Pledge Agreement, (a) each of the Tranche B Lenders, severally and for, itself alone, agrees to make Loans in Dollars to the Parent on a revolving basis from time to time before the Tranche B Commitment Termination Date in such Tranche B Lender’s Tranche B Commitment Percentage of such aggregate amounts, as the Parent may from time to time request, provided, however, that after giving effect to the requested Loan the aggregate principal amount of all Loans shall not exceed the Loan Sublimit and (b) (i) the Fronting Bank agrees to issue, extend and renew for the account of Mont Re one or more standby letters of credit (a “Tranche B Letter of Credit”) from time to time before the Tranche B Commitment Termination Date, (ii) each Tranche B Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time to time before the Tranche B Commitment Termination Date in such Lender’s Tranche B Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, (iii) each Tranche B Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Tranche B Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2, and (iv) with respect to Several Letters of Credit, the Fronting Bank hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Tranche B Commitment Percentage plus each Participating Bank’s Tranche B Commitment Percentage and each Participating Bank hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s Tranche B Commitment Percentage; provided however, that after giving effect to any Credit Extension pursuant to this §2.1.2, (x) the sum of the Total Outstandings shall not exceed the Total Commitment, (y) the sum of the Tranche B Outstanding Amount shall not exceed the Total Tranche B Commitment and (z) the Total Outstandings shall not exceed the Collateral Coverage Amount. The Borrowers, the Fronting Bank and the Lenders agree that the Existing Letters of Credit listed on Schedule 2.1.2 shall continue to be Tranche B Letters of Credit hereunder.

Tranche B Commitments. On Subject to and subject to upon the terms and ----------------------- conditions set forth in Section 3 for the benefit of this Reimbursement and Pledge AgreementTranche B Lenders, each Tranche B Lender agrees to make on a Funding Date a single, non-revolving loan to Lessor in an aggregate principal amount up to the amount of its Tranche B Commitment set forth on the Participation Agreement Supplement for such Funding Date (a) each such loan, a "Tranche B Loan"). Each party hereto agrees that, --------------- except as provided below, no Tranche B Lender shall be required to make any Tranche B Loan on any Funding Date hereunder in an amount in excess of its pro rata share (based upon the aggregate of the Tranche B Lenders, severally and for, itself alone, agrees to make Loans in Dollars to Commitments) of the Parent on a revolving basis from time to time before the aggregate Tranche B Commitment Termination Date in Components to be funded on such Funding Date. Each Tranche B Lender’s Tranche B Commitment Percentage 's obligation hereunder is several, such that the failure of such aggregate amounts, as the Parent may from time to time request, provided, however, that after giving effect to the requested Loan the aggregate principal amount of all Loans shall not exceed the Loan Sublimit and (b) (i) the Fronting Bank agrees to issue, extend and renew for the account of Mont Re one or more standby letters of credit (a “Tranche B Letter of Credit”) from time to time before the Tranche B Commitment Termination Date, (ii) each any Tranche B Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time to time before the make a Tranche B Commitment Termination Date in such Lender’s Tranche B Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, (iii) each Loan or satisfy any other obligation shall not relieve any other Tranche B Lender hereby agrees to purchase Letter of Credit Participations in the its obligations of the Fronting Bank under hereunder, and if any Tranche B Letters of Credit that are Fronted Letters of Credit as more fully set forth Lender with a commitment to make a Tranche B Loan on xxx Xxxxxxx Xxte shall fail to make a Tranche B Loan on such date each other Tranche B Lender shall make an additional Tranche B Loan in §2.2, and (iv) with respect to Several Letters of Credit, the Fronting Bank hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Tranche B Commitment Percentage plus each Participating Bank’s Tranche B Commitment Percentage and each Participating Bank hereby agrees to purchase Letter of Credit Participations in pro rata share (based upon the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s Tranche B Commitment Percentage; provided however, that after giving effect to any Credit Extension pursuant to this §2.1.2, (x) the sum of the Total Outstandings shall not exceed the Total Commitment, (y) the sum aggregate of the Tranche B Outstanding Amount Commitments for such Funding Date of the non-defaulting Tranche B Lenders) of the Tranche B Loan that was to have been made by the defaulting Tranche B Lender, provided that the maximum aggregate amount of Tranche B Loans that any Tranche B Lender shall be obligated to make on any Funding Date shall not exceed the Total its Tranche B Commitment and (z) set forth on the Total Outstandings Participation Agreement Supplement for such Funding Date. Any Tranche B Loan made by another Tranche B Lender of a portion of a Tranche B Loan to have been made by a defaulting Tranche B Lender shall not exceed the Collateral Coverage Amount. The Borrowers, the Fronting Bank and the Lenders agree that the Existing Letters of Credit listed on Schedule 2.1.2 shall continue to be relieve such defaulting Tranche B Letters Lender of Credit its obligations hereunder. If the conditions to the obligations of any Tranche B Lender specified in Section 3.2 have not been fulfilled or waived by it on or before the Commitment Termination Date at the time in effect, such Tranche B Lender shall be relieved of all further obligations to make any Tranche B Loan. Nothing in this Section 4.1 shall operate to relieve Lessor, Lessee or Guarantor from their respective obligations under the Operative Documents or to waive any Tranche B Lender's rights against Lessor, Lessee or Guarantor.

Tranche B Commitments. On At any time and subject to the terms and conditions of this Reimbursement and Pledge Agreement, (a) each of the Tranche B Lenders, severally and for, itself alone, agrees to make Loans in Dollars to the Parent on a revolving basis from time to time before on and after the Effective Date and prior to June 30, 1999, the Company may request one or more Banks or other lending institutions to assume a Tranche B Revolving Loan Commitment Termination Date in such and to make Tranche B Lender’s Revolving Loans to the Company as provided in Section 1.01(c) and, in the sole discretion of each such Bank or other institution, any such Bank or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Tranche B Revolving Loan Commitment Percentage pursuant to any such request shall be in an aggregate amount of such aggregate amounts, as the Parent may from time to time request, provided, however, that at least $50,000,000 and (iii) after giving effect to each such increase, the requested Total Tranche B Revolving Loan the aggregate principal amount of all Loans Commitment shall not exceed the Loan Sublimit $250,000,000. The Company and each such Bank or other lending institution (beach an "Assuming Bank") (i) the Fronting Bank which agrees to issue, extend and renew for the account of Mont Re one or more standby letters of credit (a “commit to make Tranche B Letter of Credit”) from time Revolving Loans shall execute and deliver to time before the Administrative Agent a Tranche B Assumption Agreement substantially in the form of Exhibit B (with the increase in, or in the case of a new Assuming Bank, assumption of, such Bank's Tranche B Revolving Loan Commitment Termination to be effective upon delivery of such Tranche B Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Bank as to the occurrence of the Initial Tranche B Assumption Date and as to each Additional Tranche B Assumption Date occurring thereafter. On each Tranche B Assumption Date, (iix) each Annex I shall be deemed modified to reflect the revised Tranche B Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time to time before the Tranche B Commitment Termination Date in such Lender’s Tranche B Commitment Percentage Revolving Loan Commitments of such aggregate stated amounts of Several Letters of Credit, (iii) each Tranche B Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Tranche B Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2Banks, and (ivy) the Company shall pay to each such Assuming Bank such up front fee (if any) as may have been agreed between the Company and such Assuming Bank. Notwithstanding anything to the contrary contained in this Agreement, in connection with respect to Several Letters of Creditany increase in the Total Tranche B Revolving Loan Commitment after the Initial Tranche B Assumption Date, the Fronting Bank hereby agrees that it shall be severally (Company shall, in coordination with the Administrative Agent and not jointly) liable for an amount equal to its the Banks with Tranche B Commitment Percentage plus each Participating Bank’s Revolving Loan Commitments, repay outstanding Tranche B Commitment Percentage and each Participating Bank hereby agrees to purchase Letter Revolving Loans of Credit Participations in the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s certain Banks and, if necessary, incur additional Tranche B Commitment Percentage; provided howeverRevolving Loans from other Banks, in each case so that such Banks participate in each Borrowing of Tranche B Revolving Loans pro rata on the basis of their Tranche B Revolving Loan Commitments (after giving effect to any Credit Extension pursuant to this §2.1.2, (x) the sum increase thereof). It is hereby agreed that any breakage costs of the Total Outstandings type described in Section 1.11 incurred by the Banks in connection with the repayment of Tranche B Revolving Loans contemplated by this Section 1.13 shall not exceed be for the Total Commitment, (y) the sum account of the Tranche B Outstanding Amount shall not exceed the Total Tranche B Commitment and (z) the Total Outstandings shall not exceed the Collateral Coverage Amount. The Borrowers, the Fronting Bank and the Lenders agree that the Existing Letters of Credit listed on Schedule 2.1.2 shall continue to be Tranche B Letters of Credit hereunderCompany.

Tranche B Commitments. On The Borrower may at any time and subject to the terms and conditions of this Reimbursement and Pledge Agreement, (a) each of the Tranche B Lenders, severally and for, itself alone, agrees to make Loans in Dollars to the Parent on a revolving basis from time to time before (but not more than sixty (60) days nor less than thirty (30) days prior to the then existing Scheduled Tranche B Commitment Termination Date) request in writing that the Tranche B Lenders consent (the decision so to agree to be within the sole and absolute discretion of each Tranche B Lender) to extend the Scheduled Tranche B Commitment Termination Date in by giving written notice thereof to the Administrative Agent (each a “Tranche B Commitment Extension Request”). Upon receipt of each such Tranche B Lender’s Commitment Extension Request, the Administrative Agent shall promptly send each Tranche B Lender and the Swing Line Lender a copy thereof. Any Tranche B Lender that shall not have consented or responded to such Tranche B Commitment Percentage Extension Request by the Tranche B Commitment Extension Response Date therefor shall be deemed to be a “Non-Extending Tranche B Lender”, and any Tranche B Lender that shall have consented to such Tranche B Commitment Extension Request but with a Tranche B Commitment that is less than its existing Tranche B Commitment shall be deemed to be a Non-Extending Tranche B Lender to the extent of the excess of its existing Tranche B Commitment minus its Tranche B Commitment as to be extended. With respect to the Non-Extending Tranche B Lenders, the Borrower shall have the option (with the consent of the Swing Line Lender), expiring on the applicable Tranche B Commitment Extension First Offer Expiration Date, to offer to the Lender serving as the Administrative Agent the right to assume some or all of the Tranche B Commitments (and to purchase the corresponding Tranche B Loans and Swing Line Loan Participations) thereof and, to the extent such Lender shall have failed to accept such offer on or prior to the applicable Tranche B Commitment Extension Final Offer Expiration Date, to offer to any one or more of the other Lenders or, with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed) any one or more other Persons, the right to assume some or all of such aggregate amountsTranche B Commitments (and to purchase the corresponding Tranche B Loans and Swing Line Loan Participations) which the Lender serving as the Administrative Agent shall not have agreed to assume (and purchase). In the event and to the extent any such Lender or other Person shall have so agreed to assume such Tranche B Commitments (and to purchase such corresponding Tranche B Loans and Swing Line Loan Participations), the Borrower shall have the right to direct such Non-Extending Tranche B Lender to delegate its Tranche B Commitment, or portion thereof (and sell its corresponding Tranche B Loans and Swing Line Loan Participations) to such Lender or other Person, as the Parent case may from time to time requestbe (each such Lender or other Person, provided, however, that a “Replacement Tranche B Lender”). In no event shall the then existing Scheduled Tranche B Commitment Termination Date be so extended unless immediately before and after giving effect to the requested Loan the aggregate principal amount of all Loans shall not exceed the Loan Sublimit and (b) thereto, (i) the Fronting Bank agrees representations and warranties of the Borrower set forth in each Loan Document to issuewhich it is a party shall be true and correct in all respects on and as of the date of such extension (or, extend if any such representation and renew for warranty is expressly stated to have been made as of a specific earlier date, as of such specific date), (ii) no Default shall have occurred and be continuing and (iii) all conditions precedent, if any, thereto shall have been satisfied (including delivery of such certificates, legal opinions and other documents as the account of Mont Re one or more standby letters of credit (a “Tranche B Letter of Credit”) from time to time before Administrative Agent shall reasonably require in connection therewith). On the then existing Scheduled Tranche B Commitment Termination Date, (ii) each Tranche B Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time to time before the such then existing Scheduled Tranche B Commitment Termination Date in such Lender’s Tranche B Commitment Percentage of such aggregate stated amounts of Several Letters of Creditshall, (iii) with respect to each Tranche B Lender hereby agrees that is not a Non-Extending Tranche B Lender and with respect to purchase Letter each Replacement Tranche B Lender, be extended to the date that is 364 days (or such fewer number of Credit Participations days as the Borrower may have specified in the obligations of the Fronting Bank under related Tranche B Letters of Credit Commitment Extension Request) thereafter (or, if such date is not a Business Day, to the immediately preceding Business Day), provided that are Fronted Letters of Credit as more fully set forth in §2.2(i) no such extension shall be effective with respect to any Non-Extending Tranche B Lender, and (ivii) with respect the Borrower shall have (x) paid to Several Letters the Administrative Agent for the account of Credit, the Fronting Bank hereby agrees that it shall be severally (and not jointly) liable for each Non-Extending Tranche B Lender an amount equal to its the outstanding principal balance of all Tranche B Commitment Percentage plus each Participating Bank’s Loans (to the extent not assigned or purchased pursuant to the terms hereof) owing by the Borrower to such Non-Extending Tranche B Commitment Percentage Lender, together with all accrued and each Participating Bank hereby agrees to purchase Letter of Credit Participations in unpaid interest thereon and all other amounts owing by the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal Borrower to such Participating Bank’s Non-Extending Tranche B Commitment Percentage; provided however, that after giving effect to any Credit Extension pursuant to this §2.1.2, Lender (x) the sum of the Total Outstandings which shall not exceed be subject to the Total Commitmentsharing provisions of Section 2.6), and (y) the sum of the caused all corresponding Swing Line Loan Participations to be refunded to such Non-Extending Tranche B Outstanding Amount shall not exceed the Total Tranche B Commitment and (z) the Total Outstandings shall not exceed the Collateral Coverage Amount. The Borrowers, the Fronting Bank and the Lenders agree that the Existing Letters of Credit listed on Schedule 2.1.2 shall continue to be Tranche B Letters of Credit hereunderLender.

Tranche B Commitments. On and subject Subject to the terms and conditions of this Reimbursement and Pledge Agreementhereof, (a) on each Business Day during the period on and after the date of entry of the Tranche B Interim Order until the date of entry of the Final Order, the Existing Lenders' Cash Collateral shall be deemed applied in payment of the Existing Lender Debt, severally and forFIRST, itself alone, agrees to make Loans in Dollars to the Parent on a revolving basis from time to time before the Tranche B Commitment Termination Date in such Tranche B Lender’s Tranche B Commitment Percentage of such aggregate amountsExisting Revolving Credit Loans and, as the Parent may from time to time requestSECOND, provided, however, that after giving effect to the requested Loan the aggregate principal amount of all Existing Term Loans shall not exceed the Loan Sublimit and (b) (i) the Fronting Bank agrees to issue, extend and renew for the account of Mont Re one or more standby letters of credit (a “Tranche B Letter of Credit”) from time to time before the Tranche B Commitment Termination Date, (ii) each Tranche B Lender hereby agrees shall make a term loan (together with the term loans to issue severallybe made pursuant to clause (b), and for itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time to time before the Tranche B Commitment Termination Date in such Lender’s Tranche B Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, (iii) each Tranche B Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Tranche B Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2, and (iv) with respect to Several Letters of Creditcollectively, the Fronting Bank hereby agrees that it shall be severally (and not jointly"TRANCHE B LOANS") liable for to the Borrower in an amount equal to its Tranche B Commitment Percentage plus of all Existing Lenders' Cash Collateral so applied on such Business Day and (b) on the date of entry of the Final Order, each Participating Bank’s Tranche B Commitment Percentage and each Participating Bank hereby agrees Lender shall make a Tranche B Loan to purchase Letter of Credit Participations in the obligations of the Fronting Bank under any such Several Letter of Credit Borrower in an amount equal to such Participating Bank’s the remaining Tranche B Commitment Percentage; provided howeverof such Tranche B Lender and the Existing Lender Debt shall be paid in full with the proceeds of all such Tranche B Loans. Prior to the Existing Lender Debt Repayment Date, that all Tranche B Loans shall be ABR Loans and, after giving effect to any Credit Extension pursuant to this §2.1.2the Existing Lender Debt Repayment Date, (x) the sum of the Total Outstandings shall not exceed the Total Commitment, (y) the sum of the Tranche B Outstanding Amount shall not exceed Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Total Borrower and notified to the Agent in accordance with subsection 4.5, PROVIDED that no Tranche B Commitment and (z) Loan shall be made as a Eurodollar Loan after the Total Outstandings shall not exceed day that is one month prior to the Collateral Coverage Amount. The Borrowers, the Fronting Bank and the Lenders agree that the Existing Letters of Credit listed on Schedule 2.1.2 shall continue to be Tranche B Letters of Credit hereunderMaturity Date.

Tranche B Commitments. On At any time and subject to the terms and conditions of this Reimbursement and Pledge Agreement, (a) each of the Tranche B Lenders, severally and for, itself alone, agrees to make Loans in Dollars to the Parent on a revolving basis from time to time before on and after the Original Effective Date and prior to June 30, 1999, the Company may request one or more Banks or other lending institutions to assume a Tranche B Revolving Loan Commitment Termination Date in such and to make Tranche B Lender’s Revolving Loans to the Company as provided in Section 1.01(c) and, in the sole discretion of each such Bank or other institution, any such Bank or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Tranche B Revolving Loan Commitment Percentage pursuant to any such request shall be in an aggregate amount of such aggregate amounts, as the Parent may from time to time request, provided, however, that at least $50,000,000 and (iii) after giving effect to each such increase, the requested Total Tranche B Revolving Loan the aggregate principal amount of all Loans Commitment shall not exceed the Loan Sublimit $250,000,000. The Company and each such Bank or other lending institution (beach an "Assuming Bank") (i) the Fronting Bank which agrees to issue, extend and renew for the account of Mont Re one or more standby letters of credit (a “commit to make Tranche B Letter of Credit”) from time Revolving Loans shall execute and deliver to time before the Administrative Agent a Tranche B Assumption Agreement substantially in the form of Exhibit B (with the increase in, or in the case of a new Assuming Bank, assumption of, such Bank's Tranche B Revolving Loan Commitment Termination to be effective upon delivery of such Tranche B Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Bank as to the occurrence of the Initial Tranche B Assumption Date and as to each Additional Tranche B Assumption Date occurring thereafter. On each Tranche B Assumption Date, (iix) each Annex I shall be deemed modified to reflect the revised Tranche B Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time to time before the Tranche B Commitment Termination Date in such Lender’s Tranche B Commitment Percentage Revolving Loan Commitments of such aggregate stated amounts of Several Letters of Credit, (iii) each Tranche B Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Tranche B Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2Banks, and (ivy) the Company shall pay to each such Assuming Bank such up front fee (if any) as may have been agreed between the Company and such Assuming Bank. Notwithstanding anything to the contrary contained in this Agreement, in connection with respect to Several Letters of Creditany increase in the Total Tranche B Revolving Loan Commitment after the Initial Tranche B Assumption Date, the Fronting Bank hereby agrees that it shall be severally (Company shall, in coordination with the Administrative Agent and not jointly) liable for an amount equal to its the Banks with Tranche B Commitment Percentage plus each Participating Bank’s Revolving Loan Commitments, repay outstanding Tranche B Commitment Percentage and each Participating Bank hereby agrees to purchase Letter Revolving Loans of Credit Participations in the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s certain Banks and, if necessary, incur additional Tranche B Commitment Percentage; provided howeverRevolving Loans from other Banks, in each case so that such Banks participate in each Borrowing of Tranche B Revolving Loans pro rata on the basis of their Tranche B Revolving Loan Commitments (after giving effect to any Credit Extension pursuant to this §2.1.2, (x) the sum increase thereof). It is hereby agreed that any breakage costs of the Total Outstandings shall not exceed the Total Commitment, (y) the sum of the Tranche B Outstanding Amount shall not exceed the Total Tranche B Commitment and (z) the Total Outstandings shall not exceed the Collateral Coverage Amount. The Borrowers, the Fronting Bank and the Lenders agree that the Existing Letters of Credit listed on Schedule 2.1.2 shall continue to be Tranche B Letters of Credit hereunder.type described in