Common use of Delayed Draw Term Loan Commitments Clause in Contracts

Delayed Draw Term Loan Commitments. The Total Delayed Draw Term Loan Commitment shall terminate on the earlier of (A) the Delayed Draw Term Loan Commitment Expiry Date (after giving effect to any funding (which funding shall, for the avoidance of doubt, be subject to the terms and conditions of this Agreement) of the Delayed Draw Term Loan on such date) and (B) the date on which the aggregate amount of Delayed Draw Term Loans advanced pursuant to Section 2.01(a)(ii) is equal to the Total Delayed Draw Term Loan Commitment. The Borrower may, without premium or penalty, reduce the Total Delayed Draw Term Loan Commitment to an amount (which may be zero) not less than the aggregate principal amount of all Delayed Draw Term Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such partial reduction shall be in multiples of $5,000,000 (unless the Total Delayed Draw Term Loan Commitment in effect immediately prior to such reduction is less than such amount) and shall be made by providing not less than 5 Business Days prior written notice for any such reduction. Once reduced, the Total Delayed Draw Term Loan Commitment may not be increased. Each such reduction of the Total Delayed Draw Term Loan Commitment shall reduce the Delayed Draw Term Loan Commitment of each Lender proportionately in accordance with its Pro Rata Share thereof.

Delayed Draw Term Loan Commitments. The Total During the Delayed Draw Commitment Period, each Lender severally, and not jointly with the other Lenders, agrees, upon the terms and subject to the conditions herein set forth, to make term loans denominated in Dollars in up to four separate draws (each, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans” and together with the Closing Date Term Loans, the “Term Loans”) to the Borrower on each Delayed Draw Funding Date, in an aggregate principal amount not to exceed the Delayed Draw Term Loan Commitment of such Lender, which Delayed Draw Term Loans shall be repaid in accordance with the provisions of this Agreement. Any amount borrowed under this Section 2.01(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Each Lender’s Delayed Draw Term Loan Commitment shall terminate be reduced immediately and without further action on the earlier applicable Delayed Draw Funding Date in an amount equal to and after giving effect to the funding by such Lender of (A) the applicable Delayed Draw Term Loans to be made by it on such date. Each Lender’s Delayed Draw Term Loan Commitment Expiry shall be terminated immediately and without further action at 5:00 p.m., New York City time, on the Delayed Draw Commitment Termination Date. The Delayed Draw Term Loans (if and when funded) shall have the same terms and conditions as the Closing Date Term Loans for all purposes (after giving effect to any funding (which funding shallit being understood, for the avoidance of doubt, be subject to the terms and conditions of this Agreement) of that interest shall accrue on the Delayed Draw Term Loan on such date) and (B) Loans from the date on which the aggregate amount of Delayed Draw Term Loans advanced pursuant to Section 2.01(a)(ii) is equal to the Total Delayed Draw Term Loan Commitment. The Borrower may, without premium or penalty, reduce the Total Delayed Draw Term Loan Commitment to an amount (which may be zero) not less than the aggregate principal amount of all Delayed Draw Term Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such partial reduction shall be in multiples of $5,000,000 (unless the Total Delayed Draw Term Loan Commitment in effect immediately prior to such reduction is less than such amount) and shall be made by providing not less than 5 Business Days prior written notice for any such reduction. Once reduced, the Total Delayed Draw Term Loan Commitment may not be increased. Each such reduction of the Total Delayed Draw Term Loan Commitment shall reduce the Delayed Draw Term Loan Commitment of each Lender proportionately in accordance with its Pro Rata Share funding thereof).

Delayed Draw Term Loan Commitments. The Total Subject to the terms and conditions hereof, each Lender severally agrees to make up to two Delayed Draw Term Loans to Company, in each case in an amount up to the remaining amount of such Lender’s Delayed Draw Term Loan Commitment at the time of the making of the applicable Delayed Draw Term Loan; provided that the aggregate principal amount of Delayed Draw Term Loans drawn on each applicable Credit Date shall not be less than $5,000,000 (unless the remaining Delayed Draw Term Loan Commitment is less than $5,000,000, in which case such drawing shall be the remaining amount of such commitment). Any amount borrowed under this Section 2.2(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall terminate on be reduced upon the earlier making of (A) the each Delayed Draw Term Loan Commitment Expiry Date by an amount equal to the amount of such Delayed Draw Term Loan and the unused Delayed Draw Term Loan Commitments shall terminate immediately and without further action at 5:00 p.m. (after giving effect to any funding (which funding shall, for New York City time) on the Delayed Draw Expiration Date. For the avoidance of doubt, be subject the only conditions applicable to the terms and conditions making of this Agreement) of the a Delayed Draw Term Loan are those specified in Section 3.2.; provided that the conditions in 3.1 have been satisfied on such date) the Closing Date and (B) the date on which the aggregate amount of Delayed Draw Term Loans advanced pursuant to applicable notices given under this Section 2.01(a)(ii) is equal to the Total Delayed Draw Term Loan Commitment. The Borrower may, without premium or penalty, reduce the Total Delayed Draw Term Loan Commitment to an amount (which may be zero) not less than the aggregate principal amount of all Delayed Draw Term Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such partial reduction shall be in multiples of $5,000,000 (unless the Total Delayed Draw Term Loan Commitment in effect immediately prior to such reduction is less than such amount) and shall be made by providing not less than 5 Business Days prior written notice for any such reduction. Once reduced, the Total Delayed Draw Term Loan Commitment may not be increased. Each such reduction of the Total Delayed Draw Term Loan Commitment shall reduce the Delayed Draw Term Loan Commitment of each Lender proportionately in accordance with its Pro Rata Share thereof2.2.

Delayed Draw Term Loan Commitments. (a) Subject to the terms and conditions set forth in this Agreement, during the Availability Period, each Bank severally agrees to make loans (each a “Delayed Draw Term Loan” and collectively the “Delayed Draw Term Loans”) to the Borrower in Dollars as the Borrower may request in a single borrowing pursuant to Section 2.02(a) in an amount up to its Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan under this Section 2.01(a) which is a Base Rate Loan shall be for an aggregate principal amount of at least $500,000. Each Delayed Draw Term Loan under this Section 2.01(a) which is a SOFR Loan shall be for an aggregate principal amount of at least $2,500,000. Each Delayed Draw Term Loan under this Section 2.01 #100806096v13 shall be made from the Banks severally and ratably in proportion to their respective Pro Rata Shares with respect to the Delayed Draw Term Loan Commitments. Amounts repaid or prepaid in respect of Delayed Draw Term Loans may not be reborrowed. Unless sooner payable pursuant to the terms of this Agreement, all Delayed Draw Term Loans, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Borrower to the Administrative Agent and/or any Bank with respect thereto shall be due and payable on the Final Maturity Date. The Total failure of any Bank to make any Loan required under this Agreement shall not release any other Bank from its obligation to make Loans as provided herein. (b) During the Availability Period, Delayed Draw Term Loan Commitments shall be permanently reduced, and after the making of Delayed Draw Term Loans hereunder, Delayed Draw Term Loans shall be prepaid without premium or penalty, in each case, in an amount equal to (i) 100% of the Net Cash Proceeds received by the Borrower or its Subsidiaries from all asset sales outside the ordinary course of business and other dispositions of property (including proceeds of insurance and condemnation proceeds to the extent not used or committed to be used for assets necessary, used or useful in the operation of the Borrower’s business within 180 days thereof), in each case in excess of $50,000,000, but in each case excluding any intercompany sales or intercompany dispositions of assets and any dispositions of inventory, used or surplus equipment, and cash or cash equivalents, (ii) the aggregate amount of any decrease in the cash consideration payable in respect of the Specified Acquisition, and (iii) 100% of the Capital Markets Proceeds received by the Borrower or its subsidiaries from any facility, issuance, incurrence of Debt, Capital Stock or other transactions giving rise to the Capital Markets Proceeds; provided that all mandatory prepayments of Delayed Draw Term Loans or Delayed Draw Term Loan Commitment shall terminate on the earlier of reductions made pursuant to (A) the Delayed Draw Term Loan Commitment Expiry Date (after giving effect to any funding (which funding shall, for the avoidance of doubt, clause (i) shall be subject applied first to the terms and conditions Delayed Draw Term Loan Facility (or permanent reduction of this Agreement) all commitments in respect of the Delayed Draw Term Loan on such date) Facility to $0), then second, to the extent of any excess amount, to the Bridge Facility (or as otherwise agreed between the Borrower and the lenders under the Bridge Facility), (B) clause (ii) shall be applied pro rata to the date Bridge Facility and the Delayed Draw Term Loan Facility and (C) clause (iii) shall be applied first to the Bridge Facility and, if such application results in the prepayment of all loans under the Bridge Facility (or permanent reduction of all commitments in respect of the Bridge Facility to $0), then second, to the extent of any excess amount, to the Delayed Draw Term Loan Facility. Any required Delayed Draw Term Loan Commitment reduction shall be automatically effective on which the aggregate amount same day as such Net Cash Proceeds or Capital Markets Proceeds are received or such decrease in cash consideration occurs. Any mandatory prepayment of Delayed Draw Term Loans advanced resulting from the receipt of Net Cash Proceeds or Capital Markets Proceeds shall be made within three (3) Business Days of receipt of such Net Cash Proceeds or Capital Markets Proceeds, as the case may be. Prepayments or commitment reductions pursuant to this Section 2.01(a)(ii2.01(b) is equal to shall be made on a ratable basis among the Total Delayed Draw Term Loan Commitment. Banks based on their respective Pro Rata Shares. (c) The Borrower may, without premium or penalty, reduce the Total Delayed Draw Term Loan Commitment to an amount of each Bank shall be terminated in full on the Commitment Termination Date. (which d) The Borrower may be zero) not less than terminate entirely at any time, or proportionately reduce, the aggregate principal amount of all Delayed Draw Term Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such partial reduction shall be in multiples of $5,000,000 (unless the Total Delayed Draw Term Loan Commitment in effect immediately prior Commitments from time to such reduction is less than such amounttime, upon five (5) and shall be made by providing not less than 5 Business Days Days’ prior written notice for to the Administrative Agent and each Bank on a ratable basis among the Banks based on their respective Pro Rata Shares by an aggregate amount of $5,000,000 or any #100806096v13 larger multiple of $1,000,000; provided, however, that any such reduction. Once reducedtermination or reduction shall be permanent and the Borrower shall have no right to thereafter reinstate or increase, as the Total Delayed Draw Term Loan Commitment case may not be increased. Each such reduction of the Total Delayed Draw Term Loan Commitment shall reduce be, the Delayed Draw Term Loan Commitment of each Lender proportionately in accordance with its Pro Rata Share thereofany Bank.

Delayed Draw Term Loan Commitments. The Total Subject to the terms and conditions hereof, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make, during the Delayed Draw Commitment Period, a term loan (a “Delayed Draw Term Loan”) to the Borrower on each Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitment on such date. The Delayed Draw Term Loan Commitments shall terminate on the earlier earliest of (Ai) July 2, 2025, (ii) the date the Delayed Draw Term Loan Commitment Expiry Date (after giving effect Commitments are terminated pursuant to any funding (which funding shall, for the avoidance of doubt, be subject to the terms and conditions of this AgreementSection 2.13(c) of the Delayed Draw Term Loan on such date) or Section 8.2 and (Biii) the date on which the aggregate amount of Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “Delayed Draw Termination Date”). The Delayed Draw Term Loans advanced pursuant to Section 2.01(a)(ii(if and when funded) is equal shall have, to the Total Delayed Draw extent not otherwise set forth herein, the same terms as the Initial Term Loan CommitmentLoans (except for the date from which interest begins to accrue). The Borrower mayAny amount borrowed under this Section 2.1(b) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, without premium or penalty, reduce all amounts owed hereunder with respect to the Total Delayed Draw Term Loan Commitment to an amount (which may be zero) not less than the aggregate principal amount of all Delayed Draw Term Loans not yet made as to which a Notice of Borrowing has been given by will be paid in full no later than the Borrower under Section 2.02. Each such partial reduction shall be in multiples of $5,000,000 (unless the Total Delayed Draw Term Loan Commitment in effect immediately prior to such reduction is less than such amount) and shall be made by providing not less than 5 Business Days prior written notice for any such reduction. Once reduced, the Total Delayed Draw Term Loan Commitment may not be increased. Each such reduction of the Total Delayed Draw Term Loan Commitment shall reduce the Delayed Draw Term Loan Commitment of each Lender proportionately in accordance with its Pro Rata Share thereofMaturity Date.

Delayed Draw Term Loan Commitments. The Total Delayed Draw Term Loan Commitment shall terminate on the earlier of (A) the Delayed Draw Term Loan Commitment Expiry Date (after giving effect to any funding (which funding shall, for the avoidance of doubt, be subject to the terms and conditions of this Agreement) of the Delayed Draw Term Loan on such date) and (B) the date on which the aggregate amount of Delayed Draw Term Loans advanced pursuant to Section 2.01(a)(ii) is equal to the Total Delayed Draw Term Loan Commitment. The In the event one or more Permitted Projects or any part thereof is cancelled or terminated prior to the execution of the definitive documentation relating thereto, the Borrower may, without premium or penalty, reduce the Total Delayed Draw Term Loan Commitment to an amount (which may be zero) not less than the aggregate principal amount of all Delayed Draw Term Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such partial reduction shall be in not less than $2,500,000 (or integral multiples of $5,000,000 1,000,000 in excess thereof) (unless the Total Delayed Draw Term Loan Commitment in effect immediately prior to such reduction is less than such amount$2,500,000) and shall be made by providing not less than 5 five (5) Business Days prior written notice for any such reduction. Once reduced, the Total Delayed Draw Term Loan Commitment may not be increased. Each such reduction of the Total Delayed Draw Term Loan Commitment shall reduce the Delayed Draw Term Loan Commitment of each Lender proportionately in accordance with its Pro Rata Share thereof.