Common use of Tranche B Commitments Clause in Contracts

Tranche B Commitments. Subject to the terms and conditions hereof, (a) on each Business Day during the period on and after the date of entry of the 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, FIRST, to the Existing Revolving Credit Loans and, SECOND, to the Existing Term Loans and each Tranche B Lender shall make a term loan (together with the term loans to be made pursuant to clause (b), collectively, the "TRANCHE B LOANS") to the Borrower in an amount equal to its Tranche B Commitment Percentage of all Existing Lenders' Cash Collateral so applied on such Business Day and (b) on the date of entry of the Final Order, each Tranche B Lender shall make a Tranche B Loan to the Borrower in an amount equal to the remaining Tranche B Commitment of 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, all Tranche B Loans shall be ABR Loans and, after the Existing Lender Debt Repayment Date, the Tranche B Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsection 4.5, PROVIDED that no Tranche B Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Maturity Date.

Tranche B Commitments. Subject At any time and from time to the terms and conditions hereof, (a) on each Business Day during the period time on and after the date of entry of the Interim Order until the date of entry of the Final OrderEffective Date and prior to June 30, 1999, the Existing Lenders' Cash Collateral shall be deemed applied in payment of the Existing Lender Debt, FIRST, Company may request one or more Banks or other lending institutions to the Existing Revolving Credit Loans and, SECOND, to the Existing Term Loans and each Tranche B Lender shall make a term loan (together with the term loans to be made pursuant to clause (b), collectively, the "TRANCHE B LOANS") to the Borrower in an amount equal to its Tranche B Commitment Percentage of all Existing Lenders' Cash Collateral so applied on such Business Day and (b) on the date of entry of the Final Order, each Tranche B Lender shall make assume a Tranche B Revolving Loan Commitment and to make Tranche B Revolving Loans to the Borrower 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 pursuant to any such request shall be in an aggregate amount equal of at least $50,000,000 and (iii) after giving effect to each such increase, the Total Tranche B Revolving Loan Commitment shall not exceed $250,000,000. The Company and each such Bank or other lending institution (each an "Assuming Bank") which agrees to commit to make Tranche B Revolving Loans shall execute and deliver to the remaining 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 to be effective upon delivery of such Tranche B Lender 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 the Existing Lender Debt as to each Additional Tranche B Assumption Date occurring thereafter. On each Tranche B Assumption Date, (x) Annex I shall be paid in full with deemed modified to reflect the proceeds of all such revised Tranche B LoansRevolving Loan Commitments of such Banks, and (y) 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. Prior Notwithstanding anything to the Existing Lender Debt Repayment Datecontrary contained in this Agreement, all in connection with any increase in the Total Tranche B Loans shall be ABR Loans and, Revolving Loan Commitment after the Existing Lender Debt Repayment Initial Tranche B Assumption Date, the Company shall, in coordination with the Administrative Agent and the Banks with Tranche B Revolving Loan Commitments, repay outstanding Tranche B Revolving Loans may of certain Banks and, if necessary, incur additional Tranche B Revolving Loans from time 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 time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination any increase thereof, as determined ). It is hereby agreed that any breakage costs of the type described in Section 1.11 incurred by the Borrower and notified to Banks in connection with the Agent in accordance with subsection 4.5, PROVIDED that no repayment of Tranche B Loan Revolving Loans contemplated by this Section 1.13 shall be made as a Eurodollar Loan after for the day that is one month prior to account of the Maturity DateCompany.

Tranche B Commitments. Subject At any time and from time to the terms and conditions hereof, (a) on each Business Day during the period time on and after the date of entry of the Interim Order until the date of entry of the Final OrderOriginal Effective Date and prior to June 30, 1999, the Existing Lenders' Cash Collateral shall be deemed applied in payment of the Existing Lender Debt, FIRST, Company may request one or more Banks or other lending institutions to the Existing Revolving Credit Loans and, SECOND, to the Existing Term Loans and each Tranche B Lender shall make a term loan (together with the term loans to be made pursuant to clause (b), collectively, the "TRANCHE B LOANS") to the Borrower in an amount equal to its Tranche B Commitment Percentage of all Existing Lenders' Cash Collateral so applied on such Business Day and (b) on the date of entry of the Final Order, each Tranche B Lender shall make assume a Tranche B Revolving Loan Commitment and to make Tranche B Revolving Loans to the Borrower 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 pursuant to any such request shall be in an aggregate amount equal of at least $50,000,000 and (iii) after giving effect to each such increase, the Total Tranche B Revolving Loan Commitment shall not exceed $250,000,000. The Company and each such Bank or other lending institution (each an "Assuming Bank") which agrees to commit to make Tranche B Revolving Loans shall execute and deliver to the remaining 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 to be effective upon delivery of such Tranche B Lender 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 the Existing Lender Debt as to each Additional Tranche B Assumption Date occurring thereafter. On each Tranche B Assumption Date, (x) Annex I shall be paid in full with deemed modified to reflect the proceeds of all such revised Tranche B LoansRevolving Loan Commitments of such Banks, and (y) 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. Prior Notwithstanding anything to the Existing Lender Debt Repayment Datecontrary contained in this Agreement, all in connection with any increase in the Total Tranche B Loans shall be ABR Loans and, Revolving Loan Commitment after the Existing Lender Debt Repayment Initial Tranche B Assumption Date, the Company shall, in coordination with the Administrative Agent and the Banks with Tranche B Loans may from time to time be (i) Eurodollar LoansRevolving Loan Commitments, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsection 4.5, PROVIDED that no repay outstanding Tranche B Revolving Loans of certain Banks and, if necessary, incur additional Tranche B Revolving 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 shall be made as a Eurodollar Loan Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the day that is one month prior to the Maturity Date.type described in

Tranche B Commitments. Subject On and subject to the terms and conditions hereofof this Reimbursement and Pledge Agreement, (a) on each Business Day during the period on and after the date of entry of the Interim Order until the date of entry of the Final OrderTranche B Lenders, the Existing Lenders' Cash Collateral shall be deemed applied severally and for, itself alone, agrees to make Loans in payment of the Existing Lender Debt, FIRST, Dollars to the Existing Revolving Credit Loans andParent 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, SECONDas the Parent may from time to time request, provided, however, that after giving effect to the Existing Term 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 shall make a term loan 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, (together 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 the term loans respect to be made pursuant to clause (b), collectivelySeveral Letters of Credit, the "TRANCHE B LOANS"Fronting Bank hereby agrees that it shall be severally (and not jointly) to the Borrower in 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 all Existing Lenders' Cash Collateral so applied on such Business Day and (b) on Credit Participations in the date of entry obligations of the Final Order, each Tranche B Lender shall make a Tranche B Loan to the Borrower Fronting Bank under any such Several Letter of Credit in an amount equal to the remaining 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 such Tranche B Lender and the Existing Lender Debt Total Outstandings shall be paid in full with not exceed the proceeds Total Commitment, (y) the sum of all such Tranche B Loans. Prior to the Existing Lender Debt Repayment Date, all Tranche B Loans shall be ABR Loans and, after the Existing Lender Debt Repayment Date, the Tranche B Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by Outstanding Amount shall not exceed the Borrower and notified to the Agent in accordance with subsection 4.5, PROVIDED that no Total Tranche B Loan 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 made as a Eurodollar Loan after the day that is one month prior to the Maturity DateTranche B Letters of Credit hereunder.

Tranche B Commitments. Subject to and upon the terms and ----------------------- conditions hereofset forth in Section 3 for the benefit of Tranche 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 each Business Day during any Funding Date hereunder in an amount in excess of its pro rata share (based upon the period on and after the date of entry aggregate of the Interim Order until the date of entry Tranche B Commitments) of the Final Orderaggregate Tranche B Components to be funded on such Funding Date. Each Tranche B Lender's obligation hereunder is several, such that the Existing Lenders' Cash Collateral failure of any Tranche B Lender to make a Tranche B Loan or satisfy any other obligation shall be deemed applied in payment not relieve any other Tranche B Lender of the Existing its obligations hereunder, and if any Tranche B Lender Debt, FIRST, with a commitment to the Existing Revolving Credit Loans and, SECOND, make a Tranche B Loan on ▇▇▇ ▇▇▇▇▇▇▇ ▇▇te shall fail to the Existing Term Loans and make a Tranche B Loan on such date each other Tranche B Lender shall make a term loan (together with the term loans to be made pursuant to clause (b), collectively, the "TRANCHE an additional Tranche B LOANS") to the Borrower Loan in an amount equal to its pro rata share (based upon the aggregate of the Tranche B Commitment Percentage of all Existing Lenders' Cash Collateral so applied on Commitments for such Business Day and (b) on the date of entry Funding Date of the Final Ordernon-defaulting Tranche B Lenders) of the Tranche B Loan that was to have been made by the defaulting Tranche B Lender, each 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 its Tranche B Commitment set forth on the 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 relieve such defaulting Tranche B Lender of its obligations hereunder. If the Borrower in an amount equal conditions to the remaining obligations of any Tranche B Lender specified in Section 3.2 have not been fulfilled or waived by it on or before the Commitment of Termination Date at the time in effect, such Tranche B Lender and the Existing Lender Debt shall be paid in full with the proceeds relieved of all such further obligations to make any Tranche B LoansLoan. Prior Nothing in this Section 4.1 shall operate to relieve Lessor, Lessee or Guarantor from their respective obligations under the Existing Lender Debt Repayment Date, all Operative Documents or to waive any Tranche B Loans shall be ABR Loans andLender's rights against Lessor, after the Existing Lender Debt Repayment Date, the Tranche B Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans Lessee or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsection 4.5, PROVIDED that no Tranche B Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Maturity DateGuarantor.

Tranche B Commitments. Subject The Borrower may at any time and from time to time (but not more than sixty (60) days nor less than thirty (30) days prior to the terms 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 conditions hereof, absolute discretion of each Tranche B Lender) to extend the Scheduled Tranche B Commitment Termination Date by giving written notice thereof to the Administrative Agent (a) on each Business Day during the period on and after the date a “Tranche B Commitment Extension Request”). Upon receipt of entry of the Interim Order until the date of entry of the Final Ordereach such Tranche B Commitment Extension Request, the Existing Lenders' Cash Collateral Administrative Agent shall be deemed applied in payment of the Existing Lender Debt, FIRST, to the Existing Revolving Credit Loans and, SECOND, to the Existing Term Loans and promptly send each Tranche B Lender and the Swing Line Lender a copy thereof. Any Tranche B Lender that shall make a term loan (together with not have consented or responded to such Tranche B Commitment Extension Request by the term loans Tranche B Commitment Extension Response Date therefor shall be deemed to be made pursuant a “Non-Extending Tranche B Lender”, and any Tranche B Lender that shall have consented to clause (b), collectively, the "TRANCHE such Tranche B LOANS") 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 Borrower in an amount equal to extent of the excess of its existing Tranche B Commitment minus its Tranche B Commitment Percentage 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 Existing Lenders' Cash Collateral 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 Tranche 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 applied 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 case may be (each such Lender or other Person, 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 thereto, (i) the representations and warranties of the Borrower set forth in each Loan Document to which it is a party shall be true and correct in all respects on such Business Day and (b) on as of the date of entry such extension (or, if any such representation and 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 Final OrderAdministrative Agent shall reasonably require in connection therewith). On the then existing Scheduled Tranche B Commitment Termination Date, such then existing Scheduled Tranche B Commitment Termination Date shall, with respect to each Tranche B Lender shall make that is not a Non-Extending Tranche B Loan Lender and with respect to each Replacement Tranche B Lender, be extended to the date that is 364 days (or such fewer number of days as the Borrower may have specified in the related Tranche B Commitment Extension Request) thereafter (or, if such date is not a Business Day, to the immediately preceding Business Day), provided that (i) no such extension shall be effective with respect to any Non-Extending Tranche B Lender, and (ii) the Borrower shall have (x) paid to the Administrative Agent for the account of each Non-Extending Tranche B Lender an amount equal to the remaining Tranche B Commitment outstanding principal balance of 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, all Tranche B Loans shall be ABR Loans and, after (to the Existing Lender Debt Repayment Date, extent not assigned or purchased pursuant to the Tranche B Loans may from time to time be (iterms hereof) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined owing by the Borrower to such Non-Extending Tranche B Lender, together with all accrued and notified unpaid interest thereon and all other amounts owing by the Borrower to such Non-Extending Tranche B Lender (which shall not be subject to the Agent in accordance with subsection 4.5sharing provisions of Section 2.6), PROVIDED that no and (y) caused all corresponding Swing Line Loan Participations to be refunded to such Non-Extending Tranche B Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Maturity DateLender.