Common use of Tranche B Loans Clause in Contracts

Tranche B Loans. Each Lender severally agrees to lend to Borrowers, on a joint and several basis, from time to time during the period from the date of entry of the Interim Borrowing Order to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effect.

Tranche B Loans. Each Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Tranche B Loans to Borrowers, on a joint and several basis, the Borrowers from time to time during the period from and including the date of entry of the Interim Borrowing Order Tranche B Commencement Date to but excluding the Commitment Termination Date an aggregate amount Date; provided that, immediately after each such Tranche B Loan is made, such Lender's Outstanding Tranche B Amount shall not exceeding exceed its Pro Rata Share Tranche B Commitment. Each Borrowing of Tranche B Loans shall be borrowed from the several Lenders ratably in proportion to their respective Tranche B Commitments. The initial aggregate amount of the Tranche B Commitments of all Lenders as of the Closing Date is $10,000,000. Within the limits specified herein, the Borrowers may borrow Tranche B Loans, solely repay such borrowing and reborrow Tranche B Loans pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Agreement. As used in this Section 2.01(b), "Tranche B CommitmentCommencement Date" means the date, if any, on which Supermajority Lenders in their sole discretion shall have consented in writing to a request by the Borrowers (delivered to the Administrative Agent and all the Lenders) that Lenders permit Tranche B Commitments shall immediately terminate should Loans to be borrowed hereunder. Notwithstanding anything to the Interim Borrowing Order not be so entered. The original contrary contained herein, Supermajority Lenders may in their sole discretion, together with any consent described in the preceding sentence, prescribe additional limitations on the aggregate amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall Loans permitted to be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced borrowed from time to time by time, the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the increments for borrowing Tranche B Loans and the Tranche B Commitments shall times such Borrowings may be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) made hereunder and subsequently repaid may not be reborrowed. Anything contained in this Agreement other terms and conditions relating to the contrary notwithstanding, in no event shall the Total Utilization availability of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectLoans.

Tranche B Loans. Each Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan Parties set forth in the Loan Documents, each Lender hereby severally agrees agrees, subject to the limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend to Borrowers, on a joint and several basis, Company from time to time during the period from the date of entry of the Interim Borrowing Order January 1, 1997, to but excluding the Termination Date June 1, 1997, an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant to be used for the purposes identified in subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered2.5A(ii). The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.0340,000,000; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, ; and provided further that the amount of the Tranche B Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection subsections 2.4A or 6.12, and shall be reduced on the date 2.4B. The unused portion of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably)shall expire on June 1, 1997 and Tranche B Loans may not be made on or after that date. Each Lender's Tranche B Commitment shall expire on the Commitment Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Loans made by Lenders pursuant to this subsection 2.1A(ii) are described herein as "Tranche B Loans." Amounts borrowed under this subsection 2.1A(ii) may be repaid and subsequently repaid may not be reborrowedreborrowed (subject to compliance with Section 4) to but excluding June 1, 1997. Anything contained in this Agreement to the contrary notwithstanding, the Tranche B Loans and Tranche B Commitments shall be subject to the limitation that in no event shall the Total Utilization sum of the principal amount of the outstanding Tranche B Commitments at any time Loans plus the principal amount of the outstanding Permitted Maryland Heights Indebtedness exceed the Tranche B Commitments then in effect.

Tranche B Loans. Each Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.13(a) and Article 6), each Tranche B Lender severally agrees to lend make one or more loans to Borrowers, on a joint and several basis, the Borrower from time to time during from and including the period from the date of entry of the Interim Borrowing Order New Advance Date to but excluding the Tranche B Commitment Termination Date an aggregate amount up to but not exceeding its Pro Rata Share of the aggregate amount of the such Tranche B Commitments as Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and as then in effect; provided, however, that the aggregate original outstanding principal amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the aggregate outstanding principal amount of the Tranche B Commitments C Loans used to pay Permitted Third-Party Expenses shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Permitted Third-Party Expenses Borrowing Base. Notwithstanding anything to the contrary contained in this Agreement, the Borrower, the Administrative Agent and the Lenders agree that, as of the Closing Date, the aggregate outstanding principal amount of the Original Tranche B Commitments then Loans is $1,040,430.75, which amount shall be deemed outstanding as Tranche B Loans hereunder. (Such loans referred to in effectthis Section 2.1(b) now or hereafter made or deemed made by the Tranche B Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche B Commitment Termination Date, are hereinafter collectively called the "Tranche B Loans".) The Borrower may not reborrow the Tranche B Loans which have been repaid. The parties hereto hereby agree that, as of the Closing Date, the aggregate outstanding principal amount of the Tranche B Loans is $1,040,430.75.

Tranche B Loans. Each Subject to the terms and conditions hereof, each Lender severally agrees to lend make loans to Borrowers, on a joint and several basis, Borrower (herein called such Lender's "Tranche B Loans") upon Borrower's request from time to time during the period from the date of entry Tranche B Revolving Period, provided that (a) subject to Sections 3.3, 3.4 and 3.6, all Lenders are requested to make Tranche B Loans of the Interim same Type in accordance with their respective Percentage Shares and as part of the same Borrowing, (b) after giving effect to such Tranche B Loans, the Tranche B Facility Usage does not exceed the Tranche B Borrowing Order to but excluding Base (as defined in Section 2.10) and (c) the Termination Date an Aggregate Facility Usage does not exceed the Maximum Loan Amount. The aggregate amount of all Loans in any Borrowing of Tranche B Loans that are Base Rate Loans must be greater than or equal to $100,000 or must equal the remaining availability under the Tranche B Borrowing Base. The aggregate amount of all Loans in any Borrowing of Tranche B Loans that are Eurodollar Loans must be greater than or equal to $500,000 or must equal the remaining availability under the Tranche B Borrowing Base. Borrowers may have not exceeding its Pro Rata Share more than three Borrowings of Tranche B Loans that are Eurodollar Loans outstanding at any time. The obligation of Borrower to repay to each Lender the aggregate amount of the all Tranche B Commitments as Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Tranche B Loans, solely pursuant Note") made by Borrower payable to subsection 3.3B, it being understood that the entry order of such Lender in the Interim Borrowing Order in accordance form of Exhibit A-2 with the terms appropriate insertions. The amount of this Agreement is a condition precedent to each principal owing on any Lender's Tranche B Commitment, and Note at any given time shall be the aggregate amount of all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount Loans theretofore made by such Lender minus all payments of each Lender's principal theretofore received by such Lender on such Tranche B Commitment is set forth opposite its name Note. Interest on Schedule 2.1 annexed hereto and the aggregate original amount of the each Tranche B Commitments is $367,853,962.03; Note shall accrue and be due and payable as provided that the herein and therein. Each Tranche B Commitments of Lenders Note shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1Bdue and payable as provided herein and therein, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, due and shall be reduced payable in full on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on Maturity Date. Subject to the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date terms and all conditions hereof, Borrower may borrow, repay, and reborrow Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effecthereunder.

Tranche B Loans. Each Lender severally agrees Subject to lend to Borrowersand upon the terms and conditions herein set forth, on a joint at any time and several basis, from time to time during the period from the date of entry of the Interim Borrowing Order Closing Date up to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of date upon which the Tranche B Commitments as are terminated, the Borrower may borrow Tranche B LoansLoans from the Lenders, solely pursuant and each Lender agrees, severally and not jointly, to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's make Tranche B CommitmentLoans to the Borrower, and all Tranche B Commitments shall immediately terminate should in an aggregate principal amount at any time outstanding not to exceed the Interim Borrowing Order not be so entered. The original amount of each Lender's Unutilized Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03such Lender; provided that the aggregate principal amount of: (i) each Tranche B Commitments Borrowing shall not exceed the least of: (A) one and one-quarter of Lenders one percent (1.25%) of the aggregate unpaid principal amount of Mortgage Loans included in the Approved Acquired Portfolio financed with the proceeds of such Tranche B Borrowing (as reflected in the Servicing Acquisition Report required to be delivered to the Administrative Agent under Section 3.3 hereof in connection with such proposed Borrowing, absent manifest error in such report), (B) sixty-five percent (65%) of the appraised value of the Direct Servicing Rights relating to Mortgage Loans included in the Approved Acquired Portfolio being financed with the proceeds of such Tranche B Borrowing (as reflected in the Servicing Acquisition Report required delivered to the Administrative Agent under Section 3.3 hereof in connection with such proposed Borrowing, absent manifest error in such report); and (C) the Servicing Acquisition Costs to be financed by such Tranche B Borrowing (as such costs are reflected in the Servicing Acquisition Report required to be delivered to the Administrative Agent under Section 3.3 hereof, absent manifest error in such report); and (ii) Loans outstanding at any time shall not exceed the applicable limitations set forth in Section 2.9(b). Subject to Section 2.11, each Tranche B Loan shall be adjusted to give effect to any assignments of the an Alternate Base Rate Loan, a Fed Funds Loan or a LIBOR Loan. Each Tranche B Commitments pursuant to subsection 10.1B, and Borrowing shall be reduced from time to time by the in an aggregate principal amount of not less than $1,000,000 (or any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an lesser amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the aggregate Unutilized Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order Commitment). The Lenders shall be applied to fund each Lender's Tranche B Commitment ratably)Borrowing ratably in proportion to their respective Percentage Shares. Each Lender's Tranche B Commitment shall expire on the Termination Date and all Once prepaid or repaid, Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effect.

Tranche B Loans. Each Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Tranche B Loans to Borrowers, on a joint and several basis, the Borrowers from time to time during the period from and including the date of entry of the Interim Borrowing Order Tranche B Commencement Date to but excluding the Commitment Termination Date an aggregate amount Date; provided that, immediately after each such Tranche B Loan is made, such Lender's Outstanding Tranche B Amount shall not exceeding exceed its Pro Rata Share Tranche B Commitment. Each Borrowing of Tranche B Loans shall be borrowed from the several Lenders ratably in proportion to their respective Tranche B Commitments. Within the limits specified herein, the Borrowers may borrow Tranche B Loans, repay such borrowing and reborrow Tranche B Loans pursuant to the terms of this Agreement. As used in this Section 2.01(b), "Tranche B Commencement Date" means the later of (i) the date, if any, on which Supermajority Lenders in their sole discretion shall have consented in writing to a request by the Borrowers (delivered to the Administrative Agent and the Lenders) that Lenders permit Tranche B Loans to be borrowed hereunder, and (ii) the date specified as the proposed initial date of borrowing of Tranche B Loans in a Notice of Borrowing delivered to the Administrative Agent pursuant to Section 2.02. Notwithstanding anything to the contrary contained herein, Supermajority Lenders may in their sole discretion, together with any consent described in the preceding sentence, prescribe additional limitations on the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant Loans permitted to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced borrowed from time to time by time, the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the increments for borrowing Tranche B Loans and the Tranche B Commitments shall times such Borrowings may be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) made hereunder and subsequently repaid may not be reborrowed. Anything contained in this Agreement other terms and conditions relating to the contrary notwithstanding, in no event shall the Total Utilization availability of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectLoans.

Tranche B Loans. Each Lender Subject to the terms and conditions hereof, Tranche B Lenders severally agrees agree to lend make loans to Borrowers, on a joint and several basis, Borrower (herein called such Tranche B Lender's "Tranche B Loans") from time to time on any Business Day during the period from the date of entry Tranche B Commitment Period so long as (i) all Tranche B Lenders are requested to make Tranche B Loans of the Interim Borrowing Order to but excluding same Type in accordance with their respective Tranche B Percentage Shares and as part of the Termination Date an aggregate amount not exceeding its Pro Rata Share same Borrowing, (ii) the sum of (a) the aggregate amount of all Tranche B Loans outstanding plus (b) the LC Obligations outstanding does not exceed the Tranche B Commitments as Commitment at any time and (iii) the aggregate amount of all Loans (including Committed Loans and Competitive Bid Loans) and all LC Obligations does not exceed the Commitment. The aggregate amount of all Tranche B LoansLoans in any Borrowing must be greater than or equal to $250,000 and must be a higher integral multiple of $100,000 or must equal the unadvanced portion of the Tranche B Commitment. In addition to the foregoing, solely upon the making of each payment by the Issuing Bank pursuant to subsection 3.3Bany LC, it being understood that Borrower shall be deemed to have requested each Tranche B Lender to, and such Tranche B Lender shall, make a Tranche B Loan in the entry amount of such Tranche B Lender's Tranche B Percentage Share of Borrower's consequent reimbursement obligation and apply the Interim proceeds thereof to the payment of such reimbursement obligation. When any Matured LC Obligations is repaid with proceeds of a Borrowing, such Matured LC Obligations so repaid shall be extinguished and such Borrowing Order in accordance with shall be governed by the terms of this Agreement is a condition precedent applicable to all other Borrowings. Any such Borrowings are Borrowings of Committed Base Rate Loans unless otherwise designated by Borrower in compliance with the notice requirements set forth in Section 2.2. The obligation of Borrower to repay to each Tranche B Lender the aggregate amount of all Tranche B Loans made by such Tranche B Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note made by Borrower payable to the order of such Tranche B Lender (herein called such Tranche B Lender's "Tranche B Note") in the form of Exhibit B with appropriate insertions. The amount of principal owing on any Tranche B Lender's Tranche B Commitment, and all Tranche B Commitments Note at any given time shall immediately terminate should be the Interim Borrowing Order not be so entered. The original aggregate amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and theretofore by such Tranche B Lender made minus all other amounts owed hereunder with respect to payments of principal theretofore received by such Tranche B Lender on its Tranche B Note. Principal paid or prepaid on the Tranche B Loans Notes may, subject to the terms and conditions hereof, be reborrowed during the Tranche B Commitments shall be paid in full no later than that dateCommitment Period. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Interest on each Tranche B Commitments at any time exceed the Tranche B Commitments then in effectNote shall accrue and be payable as provided herein and therein."

Tranche B Loans. Each Tranche B Lender hereby severally agrees agrees, subject to the limitations set forth in subsection 2.1A(iii) below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend to Borrowers, on a as joint and several basisobligors, from time to time during the period from the date of entry of the Interim Borrowing Order Effective Date to but excluding the Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of Commitments to be used for the purposes identified in subsection 2.5A. Each Tranche B Commitments as Lender's commitment to make Tranche B Loans, solely Loans to Borrowers pursuant to this subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement 2.1A is a condition precedent to each Lender's herein called its "Tranche B Commitment, " and such commitments of all Tranche B Commitments shall immediately terminate should Lenders in the Interim Borrowing Order not be so entered. aggregate are herein called the "Tranche B Commitments." The original amount of each Lender's Tranche B Commitment as of the Effective Date is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original Tranche B Commitments as of the Effective Date is $10,350,000; provided, that the amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably)2.4. Each Lender's Tranche B Commitment shall expire on the Commitment Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) 2.1A may be repaid and subsequently repaid may not be reborrowed. Anything contained in this Agreement reborrowed to but excluding the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectCommitment Termination Date.

Tranche B Loans. Each On the Second Restatement Date (after giving effect to the Master Assignment), (i) the Existing Tranche B Term Loans shall continue as "Tranche B Loans" hereunder and (ii) the Borrower shall have repaid the Tranche B Loans with the proceeds of the Arch 12 3/4% Senior Notes and Tranche A Loans. Subject to the terms and conditioNS hereof, each Tranche B Lender severally agrees to lend make loans (each a "TRANCHE B LOAN" and, collectively with all other Tranche B Loans of such Tranche B Lender and/or with the Tranche B Loans of each other Tranche B Lender, the "TRANCHE B LOANS") to Borrowers, on a joint and several basis, the Borrower from time to time during the period from the date of entry of the Interim Borrowing Order to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments as Commitment Period, PROVIDED THAT immediately after giving effect thereto (i) the outstanding Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry Loans of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each such Tranche B Lender shall not exceed such Tranche B Lender's Tranche B Commitment, and (ii) the outstanding Tranche B Loans of all Tranche B Commitments Lenders shall immediately terminate should not exceed the Interim Borrowing Order not be so enteredAggregate Tranche B Commitments. The original amount of each Lender's During the Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto Period, the Borrower may borrow, prepay in whole or in part and reborrow under the aggregate original amount of the Aggregate Tranche B Commitments is $367,853,962.03; provided that Commitments, all in accordance with the Tranche B Commitments terms and conditions of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectAgreement.