Common use of Tranche B Commitments Clause in Contracts

Tranche B Commitments. 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 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 by giving written notice thereof to the Administrative Agent (each a “Tranche B Commitment Extension Request”). Upon receipt of each such Tranche B 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 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 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 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 and as of the date of 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 Administrative 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 that is not a Non-Extending Tranche B 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 outstanding principal balance of all Tranche B Loans (to the extent not assigned or purchased pursuant to the terms hereof) owing by the Borrower to such Non-Extending Tranche B Lender, together with all accrued and 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 sharing provisions of Section 2.6), and (y) caused all corresponding Swing Line Loan Participations to be refunded to such Non-Extending Tranche B Lender.

Tranche B Commitments. The Borrower may at any time Subject to and from time to time (but not more than sixty (60) days nor less than thirty (30) days prior to upon the then existing Scheduled terms and ----------------------- conditions set forth in Section 3 for the benefit of 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 by giving written notice thereof to the Administrative Agent (each a “Tranche B Commitment Extension Request”). Upon receipt of each such Tranche B Commitment Extension RequestLenders, the Administrative Agent shall promptly send each Tranche B Lender and agrees to make on a Funding Date a single, non-revolving loan to Lessor in an aggregate principal amount up to the Swing Line Lender amount of its Tranche B Commitment set forth on the Participation Agreement Supplement for such Funding Date (each such loan, a copy thereof"Tranche B Loan"). Any Each party hereto agrees that, --------------- except as provided below, no Tranche B Lender that shall not have consented or responded be required to such make any Tranche B Commitment Extension Request by Loan on any Funding Date hereunder in an amount in excess of its pro rata share (based upon the aggregate of the Tranche B Commitment Extension Response Date therefor shall be deemed Commitments) of the aggregate Tranche B Components to be a “Non-Extending funded on such Funding Date. Each Tranche B Lender”'s obligation hereunder is several, and such that the failure of any Tranche B Lender that shall have consented to such Tranche B Commitment Extension Request but with make a Tranche B Commitment that is less than its existing Tranche B Commitment Loan or satisfy any other obligation shall be deemed to be a Non-Extending not relieve any other Tranche B Lender to the extent of the excess of its existing obligations hereunder, and if any Tranche B Commitment minus its Lender with a commitment to make a Tranche B Commitment as Loan on xxx Xxxxxxx Xxte shall fail to be extended. With respect to the Non-Extending make a Tranche B Lenders, the Borrower shall have the option (with the consent of the Swing Line Lender), expiring Loan on the applicable such date each other Tranche B Commitment Extension First Offer Expiration Date, Lender shall make an additional Tranche B Loan in an amount equal to offer to its pro rata share (based upon the Lender serving as the Administrative Agent the right to assume some or all aggregate of the Tranche B Commitments (and to purchase for such Funding Date of the corresponding non-defaulting Tranche B Loans and Swing Line Loan ParticipationsLenders) thereof and, to of 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 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 and as of the date of such extension (or, if any such representation and warranty is expressly stated that was 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 by the Administrative 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 that is not a Non-Extending Tranche B Lender and with respect to each Replacement defaulting Tranche B Lender, provided that the maximum aggregate amount of Tranche B Loans that any Tranche B Lender shall be extended obligated to the date that is 364 days (or such fewer number of days as the Borrower may have specified in the related make on any Funding Date shall not exceed its Tranche B Commitment Extension Request) thereafter (or, if set forth on the Participation Agreement Supplement for such date is 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 a Business Day, relieve such defaulting Tranche B Lender of its obligations hereunder. If the conditions to the immediately preceding Business Day)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, provided that (i) no such extension Tranche B Lender shall be effective with respect relieved of all further obligations to make any Non-Extending 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, 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 outstanding principal balance of all Tranche B Loans (to the extent not assigned Lessee or purchased pursuant to the terms hereof) owing by the Borrower to such Non-Extending Tranche B Lender, together with all accrued and 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 sharing provisions of Section 2.6), and (y) caused all corresponding Swing Line Loan Participations to be refunded to such Non-Extending Tranche B LenderGuarantor.

Tranche B Commitments. The Borrower may at At any time and from time to time (but not more than sixty (60) days nor less than thirty (30) days on and after the Original Effective Date and prior to June 30, 1999, the then existing Scheduled Company may request one or more Banks or other lending institutions to assume a Tranche B Revolving Loan Commitment Termination Date) request in writing that the and to make Tranche B Lenders consent (Revolving Loans to the decision so to agree to be within Company as provided in Section 1.01(c) and, in the sole and 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 (each a “Tranche B Commitment Extension Request”). Upon receipt of each such Tranche B Commitment Extension RequestBank or other institution, 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 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 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 Bank or other Person shall have institution may agree to 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 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 and as of the date of 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 Administrative 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 that is not a Non-Extending Tranche B 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), commit; provided that (i) no such extension shall be effective with respect to any Non-Extending Tranche B LenderDefault or Event of Default then exists, and (ii) the Borrower increase in the Total Tranche B Revolving Loan Commitment pursuant to any such request shall have be in an aggregate amount of at least $50,000,000 and (xiii) paid 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 Administrative Agent for the account of each Non-Extending a Tranche B Lender an amount equal 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 Assumption Agreement to the outstanding principal balance Administrative Agent). The Administrative Agent shall promptly notify each Bank as to the occurrence of all the Initial Tranche B Loans (Assumption Date and as to the extent not assigned or purchased pursuant to the terms hereof) owing by the Borrower to such Non-Extending each Additional Tranche B Lender, together with all accrued and unpaid interest thereon and all other amounts owing by the Borrower to such Non-Extending Assumption Date occurring thereafter. On each Tranche B Lender Assumption Date, (which x) Annex I shall not be subject deemed modified to reflect the sharing provisions revised Tranche B Revolving Loan Commitments of Section 2.6)such Banks, and (y) caused all corresponding Swing Line Loan Participations the Company shall pay to be refunded 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 such Non-Extending the contrary contained in this Agreement, in connection with any increase in the Total Tranche B Lender.Revolving Loan Commitment after the 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 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 Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in

Tranche B Commitments. The Borrower may at At any time and from time to time (but not more than sixty (60) days nor less than thirty (30) days on and after the Effective Date and prior to June 30, 1999, the then existing Scheduled Company may request one or more Banks or other lending institutions to assume a Tranche B Revolving Loan Commitment Termination Date) request in writing that the and to make Tranche B Lenders consent (Revolving Loans to the decision so to agree to be within Company as provided in Section 1.01(c) and, in the sole and 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 (each a “Tranche B Commitment Extension Request”). Upon receipt of each such Tranche B Commitment Extension RequestBank or other institution, 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 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 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 Bank or other Person shall have institution may agree to 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 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 and as of the date of 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 Administrative 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 that is not a Non-Extending Tranche B 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), commit; provided that (i) no such extension shall be effective with respect to any Non-Extending Tranche B LenderDefault or Event of Default then exists, and (ii) the Borrower increase in the Total Tranche B Revolving Loan Commitment pursuant to any such request shall have be in an aggregate amount of at least $50,000,000 and (xiii) paid 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 Administrative Agent for the account of each Non-Extending a Tranche B Lender an amount equal 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 Assumption Agreement to the outstanding principal balance Administrative Agent). The Administrative Agent shall promptly notify each Bank as to the occurrence of all the Initial Tranche B Loans (Assumption Date and as to the extent not assigned or purchased pursuant to the terms hereof) owing by the Borrower to such Non-Extending each Additional Tranche B Lender, together with all accrued and unpaid interest thereon and all other amounts owing by the Borrower to such Non-Extending Assumption Date occurring thereafter. On each Tranche B Lender Assumption Date, (which x) Annex I shall not be subject deemed modified to reflect the sharing provisions revised Tranche B Revolving Loan Commitments of Section 2.6)such Banks, and (y) caused all corresponding Swing Line Loan Participations the Company shall pay to be refunded 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 such Non-Extending the contrary contained in this Agreement, in connection with any increase in the Total Tranche B LenderRevolving Loan Commitment after the 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 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 Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the 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 be for the account of the Company.

Tranche B Commitments. 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 Subject to the then existing Scheduled 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 Termination DatePercentage of all Existing Lenders' Cash Collateral so applied on such Business Day and (b) request in writing that on the Tranche B Lenders consent (date of entry of the decision so to agree to be within the sole and absolute discretion of Final Order, each Tranche B Lender) Lender shall make a Tranche B Loan to extend the Scheduled Borrower in an amount equal to the remaining Tranche B Commitment Termination Date by giving written notice thereof to the Administrative Agent (each a “Tranche B Commitment Extension Request”). Upon receipt of each such Tranche B Commitment Extension Request, the Administrative Agent shall promptly send each Tranche B Lender and the Swing Line Existing Lender a copy thereof. Any Tranche B Lender that Debt shall not have consented or responded to be paid in full with the proceeds of all such Tranche B Commitment Extension Request by 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 Commitment Extension Response Date therefor shall Loans may from time to time 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 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 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 and as of the date of 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)Eurodollar Loans, (ii) no Default shall have occurred and be continuing and ABR Loans or (iii) all conditions precedenta combination thereof, if any, thereto shall have been satisfied (including delivery of such certificates, legal opinions and other documents as the Administrative 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 that is not a Non-Extending Tranche B 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 outstanding principal balance of all Tranche B Loans (to the extent not assigned or purchased pursuant to the terms hereof) owing determined by the Borrower and notified to such Non-Extending the Agent in accordance with subsection 4.5, PROVIDED that no Tranche B Lender, together with all accrued and unpaid interest thereon and all other amounts owing by Loan shall be made as a Eurodollar Loan after the Borrower to such Non-Extending Tranche B Lender (which shall not be subject day that is one month prior to the sharing provisions of Section 2.6), and (y) caused all corresponding Swing Line Loan Participations to be refunded to such Non-Extending Tranche B LenderMaturity Date.

Tranche B Commitments. The Borrower may at any time 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 (but not more than sixty (60) days nor less than thirty (30) days prior to before 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 by 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 written notice thereof effect to the Administrative Agent requested Loan the aggregate principal amount of all Loans shall not exceed the Loan Sublimit and (each 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 Commitment Extension RequestLetter of Credit”). Upon receipt of each such Tranche B Commitment Extension Request, ) from time to time before 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 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 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 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 and as of the date of 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 Administrative Agent shall reasonably require in connection therewith). On the then existing Scheduled Tranche B Commitment Termination Date, such then existing Scheduled (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 shallin such Lender’s Tranche B Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, with respect to (iii) each Tranche B Lender that is not a Non-Extending hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Tranche B Lender Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2, and (iv) with respect to each Replacement Tranche B LenderSeveral Letters of Credit, be extended to the date Fronting Bank hereby agrees 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 it shall be effective with respect to any Non-Extending Tranche B Lender, severally (and (iinot jointly) the Borrower shall have (x) paid to the Administrative Agent liable for the account of each Non-Extending Tranche B Lender an amount equal to the outstanding principal balance of all its Tranche B Loans (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 extent not assigned or purchased 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 terms hereof) owing by sum of the Borrower to such Non-Extending Tranche B Lender, together with all accrued and unpaid interest thereon and all other amounts owing by the Borrower to such Non-Extending Tranche B Lender (which Total Outstandings shall not be subject to exceed the sharing provisions of Section 2.6)Total Commitment, and (y) caused all corresponding Swing Line Loan Participations 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 refunded to such Non-Extending Tranche B LenderLetters of Credit hereunder.