Common use of Tranche D Commitments Clause in Contracts

Tranche D Commitments. Subject to the satisfaction of all the conditions precedent set forth in Section 4 hereof, as of the Eighteenth Amendment Effective Date, (a) each Tranche D Lender providing additional Tranche D Commitments (any such upsizing Lender, a “Tranche D Upsizing Lender”) hereby severally commits to make one or more |US-DOCS\155338747.17|| Tranche D Loans to the Borrower pursuant to the provisions of, and subject to the conditions contained in, the Amended Credit Agreement in an amount up to the commitment amount set forth next to such Tranche D Lender’s name on Exhibit A attached hereto under the caption “Total Tranche D Commitments”; (b) each Signatory Lender, the Administrative Agent and each of the Loan Parties hereby: (1) consents to the upsizing and incurrence by Borrower of the Tranche D Commitments (including any Tranche D Loans incurred in respect thereof) as set forth on Exhibit A attached hereto; (2) agrees that a portion of the Tranche B Loans funded prior to the date hereof are being recharacterized as Tranche C+ Loans as set forth below: (1) as of the date hereof, as consideration for the provision of the Tranche D Commitments that are being provided on the date hereof (which Tranche D Commitments are reflected in Exhibit A hereto), $32,000,000 of the Tranche B Loans of certain specified Tranche D Lenders Affiliated with Orion Infrastructure Capital are being recharacterized as Tranche C+ Loans as of the date hereof (which allocations are specified on Exhibit A hereto); (such aggregate conversion amount, the “Tranche C+ Conversion Amount”). In connection with the foregoing, the parties agree that (x) the foregoing conversion applies only to the funded portion of the Tranche B Loans first (i.e., the portion constituting “Called Principal,” if applicable) and not to any Tranche B Loans resulting from previous payment in kind, and (y) the resulting Tranche C+ Loans shall, for purposes of calculating the “Called Principal,” be considered funded Loans (and not payment in kind). The Administrative Agent shall keep reasonably detailed records as to the Tranche C+ Conversion Amounts of all Lenders and shall, upon the request of any Lender or Loan Party, promptly provide a calculation of the same to such Lender or Loan Party. (3) agrees that the upsized Tranche D Commitments, and any Tranche D Loans incurred in respect thereof, shall be Commitments and Loans for all purposes under the Credit Agreement; (4) agrees that Annex I to Credit Agreement (Commitments and Existing Loans) is hereby deleted in its entirety and replaced with Exhibit A attached hereto; and (5) agrees that any unfunded Tranche D Commitments shall automatically terminate as of 2:00 p.m. ET on December 31, 2024 (or such later date as the Administrative Agent agrees in its sole discretion); and (c) each Tranche D Lender with commitments in respect of the Tranche D Facility hereby agrees to make Tranche D Loans in each case in the amount set forth next to such Lender’s name on Exhibit A attached hereto under the caption “Tranche D Loans to be Funded on or within 2 BDs of the Eighteenth Amendment Effective Date” notwithstanding the notice period required by Section 2.01(d) of the Credit Agreement and to be funded on or within 2 BDs of the Eighteenth Amendment Effective Date, in each case provided the other applicable conditions precedent are met.

Tranche D Commitments. Subject to the satisfaction of all the conditions precedent set forth in Section 4 3 hereof, as of the Eighteenth Seventeenth Amendment Effective Date, (a) each Tranche D Lender providing additional Tranche D Commitments (any such upsizing Lender, a “Tranche D Upsizing Lender”) hereby severally commits to make one or more |US-DOCS\155338747.17|| Tranche D Loans to the Borrower pursuant to the provisions of, and subject to the conditions contained in, the Amended Credit Agreement in an amount up to the commitment amount set forth next to such Tranche D Lender’s name on Exhibit A attached hereto under the caption “Total Tranche D Commitments”; (b) each Signatory Lender, the Administrative Agent and each of the Loan Parties hereby: (1a) consents to the conversion of $7,000,000 of the Deferred Payment Fee into $7,000,000 of Tranche D Loans as of the Seventeenth Amendment Effective Date and agrees that, as of the Seventeenth Amendment Effective Date (i) the Specified Deferred Payment Fee is deemed exchanged for, repaid by and converted into Tranche D Loans in a principal amount equal to $7,000,000, without any further action by any such party, (ii) Entara is a Tranche D Lender and a Lender and shall have all of the rights of a Tranche D Lender and a Lender under the Financing Documents, and (iii) Entara’s unfunded Tranche D Commitment is $0; (b) consents to the upsizing and incurrence by Borrower of the Tranche D Commitments (including any Tranche D Loans incurred in respect thereof) as set forth on Exhibit A attached hereto); (2c) agrees that a portion of the Tranche B Loans funded prior to the date hereof are being recharacterized as Tranche C+ Loans as set forth below: (1A) as of the date hereofSeventeenth Amendment Effective Date, as consideration Tranche D Lenders have only provided commitments for the provision $294,550,000 of the Tranche D Commitments that are being provided on Facility as specified in Exhibit A hereto and (B) the date hereof Administrative Agent and any Tranche D Lender may amend Annex I to the Credit Agreement to have such Tranche D Xxxxxx’s commitments (which up to a total amount of Tranche D Commitments are not to exceed $299,550,000) reflected in Exhibit A heretoon Annex I to the Credit Agreement and become effective (without the consent of any other Lender), $32,000,000 of ; (d) acknowledges and agrees that the Tranche B Loans of certain specified D Commitments may be further upsized by Tranche D Lenders Affiliated with Orion Infrastructure Capital are being recharacterized as Tranche C+ Loans as to an aggregate principal amount of the date hereof up to $299,550,000 (which allocations are specified on Exhibit A hereto); (such aggregate conversion amount, the “Additional Tranche C+ Conversion AmountD Upsizing Amounts”). In connection with the foregoing, the parties agree that ) so long as (xA) the foregoing conversion applies only Administrative Agent has reasonably determined that such increase is required by the Borrower to the funded portion of the Tranche B Loans first (i.e., the portion constituting “Called Principal,” if applicable) and not to any Tranche B Loans resulting from previous payment in kind, reach Substantial Completion and (yB) the resulting Tranche C+ Loans shall, for purposes of calculating the “Called Principal,” no Lender shall be considered funded Loans (and not payment forced to participate in kind). The Administrative Agent shall keep reasonably detailed records as to the Tranche C+ Conversion Amounts of all Lenders and shall, upon the request of any Lender or Loan Party, promptly provide a calculation of the same to such Lender or Loan Party.increase without its written consent; (3e) agrees that the upsized Tranche D Commitments, and any Tranche D Loans incurred in respect thereof, shall be Commitments and Loans for all purposes under the Credit Agreement;; US-DOCS\152190563.6 (4f) agrees that, to the extent constituting Indebtedness, any amount of the Deferred Payment Fee that has not been converted into Tranche D Loans shall be deemed to constitute Permitted Indebtedness for all purposes of the Credit Agreement; and (g) agrees that Annex I to Credit Agreement (Commitments and Existing Loans) is hereby deleted in its entirety and replaced with Exhibit A attached hereto; and (5) agrees that any unfunded Tranche D Commitments shall automatically terminate as of 2:00 p.m. ET on December 31, 2024 (or such later date as the Administrative Agent agrees in its sole discretion); and (c) each Tranche D Lender with commitments in respect of the Tranche D Facility hereby agrees to make Tranche D Loans in each case in the amount set forth next to such Lender’s name on Exhibit A attached hereto under the caption “Tranche D Loans to be Funded on or within 2 BDs of the Eighteenth Amendment Effective Date” notwithstanding the notice period required by Section 2.01(d) of the Credit Agreement and to be funded on or within 2 BDs of the Eighteenth Amendment Effective Date, in each case provided the other applicable conditions precedent are met.

Tranche D Commitments. Subject to the satisfaction of all the conditions precedent set forth in Section 4 hereof, as (a) As of the Eighteenth Fourteenth Amendment Effective Date, (a) each , Tranche D Lenders have only provided commitments for $140,000,000 of the Tranche D Facility. The parties hereto acknowledge and agree that one or more lenders may become a Tranche D Lender providing additional for any uncommitted portion of the Tranche D Commitments Facility (any such upsizing Lender, a “Post-14th Amendment Tranche D Upsizing Lender”) hereby severally commits subject to the written consent of such Post-14th Amendment Tranche D Upsizing Lender (in its sole discretion) and the Administrative Agent, and the Administrative Agent shall promptly thereafter deliver an updated Annex I to the Credit Agreement to the other parties hereto thereafter; provided that, any and all Tranche D Commitments and Tranche D Loans (including the Tranche D Loans funded after the Fourteenth Amendment Effective Date) shall have the same terms and covenants (other than any differences in interest amounts due based on the date such Tranche D Loans were funded). After execution of any such amendment, each Post-14th Amendment Tranche D Upsizing Lender agrees, subject to the satisfaction of the conditions set forth in Section 4.03 of the Amended Credit Agreement and the other provisions of the Financing Documents, to make one or more |US-DOCS\155338747.17|| Tranche D Loans to the Borrower pursuant to the provisions of, and subject to the conditions contained in, the Amended Credit Agreement in one or more draws from the date of such future amendment to this Agreement until the expiration of the Availability Period in an aggregate amount up not to exceed the commitment amount set forth next to such Post-14th Amendment Tranche D LenderUpsizing Xxxxxx’s name on Exhibit A attached hereto under the caption “Total Tranche D Commitments”; (b) each Signatory Lender, updated Annex I to the Credit Agreement delivered by the Administrative Agent and each of the Loan Parties hereby: (1) consents to the upsizing and incurrence by Borrower of the Tranche D Commitments (including any Tranche D Loans incurred in respect thereof) as set forth on Exhibit A attached other parties hereto; (2) agrees that a portion of the Tranche B Loans funded prior to the date hereof are being recharacterized as Tranche C+ Loans as set forth below: (1) as of the date hereof, as consideration for the provision of the Tranche D Commitments that are being provided on the date hereof (which Tranche D Commitments are reflected in Exhibit A hereto), $32,000,000 of the Tranche B Loans of certain specified Tranche D Lenders Affiliated with Orion Infrastructure Capital are being recharacterized as Tranche C+ Loans as of the date hereof (which allocations are specified on Exhibit A hereto); (such aggregate conversion amount, the “Tranche C+ Conversion Amount”). In connection with the foregoing, the parties agree that (x) the foregoing conversion applies only to the funded portion of the Tranche B Loans first (i.e., the portion constituting “Called Principal,” if applicable) and not to any Tranche B Loans resulting from previous payment in kind, and (y) the resulting Tranche C+ Loans shall, for purposes of calculating the “Called Principal,” be considered funded Loans (and not payment in kind). The Administrative Agent shall keep reasonably detailed records as to the Tranche C+ Conversion Amounts of all Lenders and shall, upon the request of any Lender or Loan Party, promptly provide a calculation of the same to such Lender or Loan Party. (3) agrees that the upsized Tranche D Commitments, and any Tranche D Loans incurred in respect thereof, shall be Commitments and Loans for all purposes under the Credit Agreement; (4) agrees that Annex I to Credit Agreement (Commitments and Existing Loans) is hereby deleted in its entirety and replaced with Exhibit A attached hereto; and (5) agrees that any unfunded Tranche D Commitments shall automatically terminate as of 2:00 p.m. ET on December 31, 2024 (or such later date as the Administrative Agent agrees in its sole discretion); and (c) each Tranche D Lender with commitments in respect of the Tranche D Facility hereby agrees to make Tranche D Loans in each case in the amount set forth next to such Lender’s name on Exhibit A attached hereto under the caption “Tranche D Loans to be Funded on or within 2 BDs of the Eighteenth Amendment Effective Date” notwithstanding the notice period required by Section 2.01(d) of the Credit Agreement and to be funded on or within 2 BDs of the Eighteenth Amendment Effective Date, in each case provided the other applicable conditions precedent are met.

Tranche D Commitments. Subject to the satisfaction of all the conditions precedent set forth in Section 4 hereof, as (a) As of the Eighteenth Fifteenth Amendment Effective Date, (a) each , Tranche D Lenders have only provided commitments for $165,000,000 of the Tranche D Facility. The parties hereto acknowledge and agree that one or more lenders may become a Tranche D Lender providing additional for any uncommitted portion of the Tranche D Commitments Facility (any such upsizing Lender, a “Tranche D Upsizing Lender”) hereby severally commits subject to the written consent of such Tranche D Upsizing Lender (in its sole discretion) and the Administrative Agent, and the Administrative Agent shall promptly thereafter deliver an updated Annex I to the Credit Agreement to the other parties hereto thereafter; provided that, any and all Tranche D Commitments and Tranche D Loans (including the Tranche D Loans funded after the Fifteenth Amendment Effective Date) shall have the same terms and covenants (other than any differences in interest amounts due based on the date such Tranche D Loans were funded). After execution of any such amendment, each Tranche D Upsizing Xxxxxx agrees, subject to the satisfaction of the conditions set forth in Section 4.03 of the Amended Credit Agreement and the other provisions of the Financing Documents, to make one or more |US-DOCS\155338747.17|| Tranche D Loans to the Borrower pursuant to the provisions of, and subject to the conditions contained in, the Amended Credit Agreement in one or more draws from the date of such future amendment to this Agreement until the expiration of the Availability Period in an aggregate amount up not to exceed the commitment amount set forth next to such Tranche D LenderUpsizing Xxxxxx’s name on Exhibit A attached hereto under the caption “Total Tranche D Commitments”;updated Annex I to the Credit Agreement delivered by the Administrative Agent to the other parties hereto. (b) Subject to the satisfaction of all the conditions precedent set forth in Section 3 hereof, as of the Fifteenth Amendment Effective Date, each Signatory Lender, the Administrative Agent and each of the Loan Parties hereby: (1i) consents to the upsizing and incurrence by Borrower of the Tranche D Commitments (including any Tranche D Loans incurred in respect thereof) as set forth on Exhibit A attached hereto); (2ii) agrees that a portion of the Administrative Agent and any Tranche B Loans funded prior D Upsizing Lender may amend Annex I to the date hereof are being recharacterized as Credit Agreement to have such Tranche C+ Loans as set forth below: D Upsizing Xxxxxx’s commitments (1) as up to a total amount of the date hereof, as consideration for the provision of the Tranche D Commitments that are being provided not to exceed $180,000,000) reflected on Annex I to the date hereof Credit Agreement and become effective (which Tranche D Commitments are reflected in Exhibit A hereto), $32,000,000 without the consent of the Tranche B Loans of certain specified Tranche D Lenders Affiliated with Orion Infrastructure Capital are being recharacterized as Tranche C+ Loans as of the date hereof (which allocations are specified on Exhibit A heretoany other Lender); (such aggregate conversion amount, the “Tranche C+ Conversion Amount”). In connection with the foregoing, the parties agree that (x) the foregoing conversion applies only to the funded portion of the Tranche B Loans first (i.e., the portion constituting “Called Principal,” if applicable) and not to any Tranche B Loans resulting from previous payment in kind, and (y) the resulting Tranche C+ Loans shall, for purposes of calculating the “Called Principal,” be considered funded Loans (and not payment in kind). The Administrative Agent shall keep reasonably detailed records as to the Tranche C+ Conversion Amounts of all Lenders and shall, upon the request of any Lender or Loan Party, promptly provide a calculation of the same to such Lender or Loan Party.and (3iii) agrees that the upsized Tranche D Commitments, and any Tranche D Loans incurred in respect thereof, shall be Commitments and Loans for all purposes under the Credit Agreement; (4) agrees that Annex I to Credit Agreement (Commitments and Existing Loans) is hereby deleted in its entirety and replaced with Exhibit A attached hereto; and (5) agrees that any unfunded Tranche D Commitments shall automatically terminate as of 2:00 p.m. ET on December 31, 2024 (or such later date as the Administrative Agent agrees in its sole discretion); and (c) each Tranche D Lender with commitments in respect of the Tranche D Facility hereby agrees to make Tranche D Loans in each case in the amount set forth next to such Lender’s name on Exhibit A attached hereto under the caption “Tranche D Loans to be Funded on or within 2 BDs of the Eighteenth Amendment Effective Date” notwithstanding the notice period required by Section 2.01(d) of the Credit Agreement and to be funded on or within 2 BDs of the Eighteenth Amendment Effective Date, in each case provided the other applicable conditions precedent are met.