Common use of Reimbursement for Maintenance Fees Clause in Contracts

Reimbursement for Maintenance Fees. Each of Industrial Company and Shipbuilding Company hereby agrees to reimburse Tenneco annually commencing on January 31, 1998 (such date and each anniversary thereof being referred to herein as a "DUE DATE") for the actual and reasonable administrative fees and expenses paid by Tenneco (the "LC MAINTENANCE FEES") in respect of the issuance and maintenance of the Letters of Credit during the twelve-month period ended 31 days prior to such year's Due Date (each, a "YEARLY PERIOD"), to the extent such Letters of Credit secure obligations relating to any Industrial Covered Person or Shipbuilding Covered Person, respectively, under the Retained Policies. The amount of the LC Maintenance Fees for each Yearly Period which shall be the responsibility of Industrial Company and Shipbuilding Company hereunder shall be based on the total outstanding reserves showing on the books and records of CIGNA, as of February 28 during such Yearly Period, for claims by all Industrial Covered Persons, Energy Covered Persons and Shipbuilding Covered Persons under the Retained Policies relating to periods prior to the Distribution Time (the "YEARLY TOTAL RESERVES"). Industrial Company shall reimburse Tenneco hereunder for an amount equal to the LC Maintenance Fees for each Yearly Period multiplied by a fraction, (i) the numerator of which is equal to the outstanding reserves showing on the books and records of CIGNA, as of February 28 during such Yearly Period, for claims by all Industrial Covered Persons under the Retained Policies relating to periods prior to the Distribution Time, and (ii) the denominator of which is equal to the Yearly Total Reserves for such Yearly Period. Shipbuilding Company shall reimburse Tenneco hereunder for an amount equal to the LC Maintenance Fees for each Yearly Period multiplied by a fraction, (i) the numerator of which is equal to the outstanding reserves showing on the books and records of CIGNA, as of February 28 during such Yearly Period, for claims by all Shipbuilding Covered Persons under the Retained Policies relating to periods prior to the Distribution Time, and (ii) the denominator of which is equal to the Yearly Total Reserves for such Yearly Period. 14

Reimbursement for Maintenance Fees. Each of Industrial Company NextLevel Systems and Shipbuilding Company CommScope hereby agrees to reimburse Tenneco GS annually commencing on January 31[ ], 1998 199_ (such date and each anniversary thereof being referred to herein as a "DUE DATE") for the actual and reasonable administrative fees and expenses paid by Tenneco GS (the "LC MAINTENANCE FEES") in respect of the issuance and maintenance of the Letters of Credit during the twelve-month period ended 31 days prior to such year's Due Date (each, a "YEARLY PERIOD"), to the extent such Letters of Credit secure obligations relating to any Industrial NextLevel Systems Covered Person or Shipbuilding CommScope Covered Person, respectively, under the Retained Retrospective-Rated Policies. The amount of the LC Maintenance Fees for each Yearly Period which shall be the responsibility of Industrial Company NextLevel Systems and Shipbuilding Company CommScope hereunder shall be based on the total outstanding reserves showing on the books and records of CIGNA[insurer(s)], as of February 28 [ ] during such Yearly Period, for claims by all Industrial NextLevel Systems Covered Persons, Energy CommScope Covered Persons Persons, and Shipbuilding GS Covered Persons under the Retained Retrospective-Rated Policies relating to periods prior to the Distribution Time (the "YEARLY TOTAL RESERVES"). Industrial Company NextLevel Systems shall reimburse Tenneco GS hereunder for an amount equal to the LC Maintenance Fees for each Yearly Period multiplied by a fraction, (i) the numerator of which is equal to the outstanding reserves showing on the books and records of CIGNA[insurer(s)], as of February 28 [ ] during such Yearly Period, for claims by all Industrial NextLevel Systems Covered Persons under the Retained Retrospective-Rated Policies relating to periods prior to the Distribution Time, and (ii) the denominator of which is equal to the Yearly Total Reserves for such Yearly Period. Shipbuilding Company CommScope shall reimburse Tenneco GS hereunder for an amount equal to the LC Maintenance Fees for each Yearly Period multiplied by a fraction, (i) the numerator of which is equal to the outstanding reserves showing on the books and records of CIGNA[insurer(s)], as of February 28 [ ] during such Yearly Period, for claims by all Shipbuilding CommScope Covered Persons under the Retained Retrospective-Rated Policies relating to periods prior to the Distribution Time, and (ii) the denominator of which is equal to the Yearly Total Reserves for such Yearly Period. 14.

Reimbursement for Maintenance Fees. Each of Industrial Company and Shipbuilding Company hereby agrees to reimburse Tenneco annually commencing on January 31, 1998 1997 (to be a date as of the end of the thirteenth month following execution hereof) (such date and each anniversary thereof being referred to herein as a "DUE DATE") for the actual and reasonable administrative fees and expenses paid by Tenneco (the "LC MAINTENANCE FEES") in respect of the issuance and maintenance of the Letters of Credit during the twelve-month period ended 31 30 days prior to such year's Due Date (each, a "YEARLY PERIOD"), to the extent such Letters of Credit secure obligations relating to any Industrial Covered Person or Shipbuilding Covered Person, respectively, under the Retained Policies. The amount of the LC Maintenance Fees for each Yearly Period which shall be the responsibility of Industrial Company and Shipbuilding Company hereunder shall be based on the total outstanding reserves showing on the books and records of CIGNA, as of February 28 during such Yearly Period, for claims by all Industrial Covered Persons, Energy Covered Persons and Shipbuilding Covered Persons under the Retained Policies relating to periods prior to the Distribution Termination Time (the "YEARLY TOTAL RESERVES"). Industrial Company shall reimburse Tenneco hereunder for an amount equal to the LC Maintenance Fees for each Yearly Period multiplied by a fraction, (i) the numerator of which is equal to the outstanding reserves showing on the books and records of CIGNA, as of February 28 during such Yearly Period, for claims by all Industrial Covered Persons under the Retained Policies relating to periods prior to the Distribution Termination Time, and (ii) the denominator of which is equal to the Yearly Total Reserves for such Yearly Period. Shipbuilding Company shall reimburse Tenneco hereunder for an amount equal to the LC Maintenance Fees for each Yearly Period multiplied by a fraction, (i) the numerator of which is equal to the outstanding reserves showing on the books and records of CIGNA, as of February 28 during such Yearly Period, for claims by all Shipbuilding Covered Persons under the Retained Policies relating to periods prior to the Distribution Termination Time, and (ii) the denominator of which is equal to the Yearly Total Reserves for such Yearly Period. 14.