Common use of Loan Commitments Clause in Contracts

Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, from time to time during the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Date, Term Loans to the Borrower in an aggregate amount up to but not exceeding such Lender’s Commitment. The Borrower may not borrow Term Loans on the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining Commitments. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a) and 2.15, all amounts owed hereunder shall be paid in full no later than the Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Date. Each Lender’s Commitment to make additional Term Loans shall terminate immediately and without further action on the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Date to the extent such Commitment is unused or not otherwise terminated prior to such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make, from time to time during the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of on the Closing Date, an Initial Term Loans Loan to the Borrower Company in an aggregate amount up not to but not exceeding exceed such Lender’s Initial Term Loan Commitment. The Borrower Company may not borrow make only one borrowing under the Initial Term Loans Loan Commitment which shall be on the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining CommitmentsDate. Any amount borrowed under this Section 2.1(a2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.13(a) and 2.152.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Term Loan Maturity Date. On each Credit Date (including the Closing Date), each Each Lender’s Initial Term Loan Commitment shall be reduced terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, at any time during the Delayed Draw Term Loan Commitment Period, Delayed Draw Term Loans to Company in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the remaining Delayed Draw Term Loan Commitment). Any amount borrowed under this Section 2.1(a)(ii) 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 made on such Credit shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment to make additional shall (A) immediately and without further action reduce on each Credit Date by the amount of Delayed Draw Term Loans shall made by such Lender on such Credit Date and (B) terminate immediately and without further action on the earlier of (i) the Plant Completion Date and (ii) date on which the second anniversary maximum permitted amount of Delayed Draw Term Loans are funded or the Closing Date to the extent such Delayed Draw Term Loan Commitment is unused or not otherwise terminated prior to such dateTermination Date.

Loan Commitments. On the Closing Date, the Original Lenders made Tranche A Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,700,000,000 and Tranche B Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,375,000,000. Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, from time on the Restatement Date, a Tranche A Term Loan to time during the period from and including the Closing Date U.S. Borrower in an amount equal to but not including the earlier of (i) the Plant Completion Date and its First Amendment Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the second anniversary of the Closing Restatement Date, a Tranche B Term Loans Loan to the U.S. Borrower in an aggregate amount up equal to but not exceeding such Lender’s its First Amendment Tranche B Term Commitment. The U.S. Borrower may not borrow make only one borrowing under each of the First Amendment Tranche A Term Loans Loan Commitments and the First Amendment Tranche B Term Loan Commitments, which shall be on the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining CommitmentsRestatement Date. Any amount borrowed under this Section 2.1(a2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.13(a) and 2.152.14, all NY\6180200.13 amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Daterespectively. Each Lender’s Commitment to make additional First Amendment Tranche A Term Loans Loan Commitments and First Amendment Tranche B Term Loan Commitments shall terminate immediately and without further action on the earlier of (i) the Plant Completion Restatement Date and (ii) the second anniversary of the Closing Date after giving effect to the extent funding of such Commitment is unused or not otherwise terminated prior to Lender’s Tranche A Term Loans and Tranche B Term Loans on such date.

Loan Commitments. On the Closing Date, the Original Lenders made Tranche A Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,700,000,000 and Tranche B Term Loans to the U.S. Borrower in an aggregate principal amount equal to $1,375,000,000. On the Restatement Date, the Lenders made Tranche A Term Loans and Tranche B Term Loans to the U.S. Borrower in the amounts equal to their applicable First Amendment Tranche A Term Loan Commitments and First Amendment Tranche B Term Loan Commitments. Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, from time to time during on the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing RestatementSecond Amendment Date, a Second Amendment Incremental Tranche A Term Loans Loan to the U.S. Borrower in an aggregate amount up equal to but not exceeding such Lender’s its FirstSecond Amendment Tranche A Term Loan Commitment; and(ii) each Lender severally agrees to make, on the Restatement Date, a Tranche B Term Loan to the U.S. Borrower in an amount equal to its First Amendment Tranche B Term Commitment. The U.S. Borrower may not borrow make only one borrowing under each of the First Amendment Tranche A Term Loans Loan Commitments and the First Amendment Tranche B Term Loan Commitments, which shall be on the Closing Date in an amount in excess of the Initial Equity ContributionRestatement Date. The U.S. Borrower may not borrow make only one borrowing under the Second Amendment Tranche A Term Loans Loan Commitment which shall be on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining CommitmentsSecond Amendment Date. Any amount borrowed under this Section 2.1(a2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.13(a) and 2.152.14, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the applicable Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Daterespectively. Each Lender’s Commitment to make additional FirstSecond Amendment Tranche A Term Loans Loan Commitments and First Amendment Tranche B Term Loan CommitmentsCommitment shall terminate immediately and without further action on the earlier of (i) the Plant Completion RestatementSecond Amendment Date and (ii) the second anniversary of the Closing Date after giving effect to the extent funding of such Commitment is unused or not otherwise terminated prior to Lender’s Second Amendment Incremental Tranche A Term Loans and Tranche B Term LoansLoan on such date.

Loan Commitments. Subject to the terms and conditions hereof, (i) each Lender severally agrees to make (i) on the Closing Date a Tranche A Term Loan to Company in an amount equal to its Pro Rata Share of $150,000,000 and (ii) at any time prior to the Tranche A Commitment Termination Date, additional Tranche A Term Loans in an aggregate amount not to exceed such Lender's Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, from time to time during the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of on the Closing Date, subject to Section 2.23, a Tranche B Term Loans Loan to the Borrower Company in an aggregate amount up equal to but not exceeding such Lender’s 's Tranche B Term Loan Commitment. The Borrower Company may not borrow make only one borrowing under the Tranche B Term Loans Loan Commitment which shall be on the Closing Date. Company may make one or more Tranche A Term Loan borrowings after the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring and prior to the Plant Encumbrance Tranche A Commitment Termination Date if (each such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Conditiondate, the Borrower may borrow the then remaining Commitmentsa "Tranche A Subsequent Funding Date"). Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.11(a) and 2.152.12, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Daterespectively. Each Lender’s 's Tranche B Term Loan Commitment to make additional Term Loans shall terminate immediately and without further action on the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Date after giving effect to the extent funding of such Tranche B Term Loan Commitment is unused or not otherwise terminated prior to on such date. Each Lender's Tranche A Term Loan Commitment shall terminate on the Tranche A Commitment Termination Date.

Loan Commitments. (i) Subject to the terms and conditions hereofof the First Amendment, each Refinancing Term Lender (as defined therein) severally agrees to make, from time on the First Amendment Effective Date, a Tranche A Term Loan to time during the period from and including the Closing Date Borrower in Dollars in an amount equal to but not including the earlier of (i) the Plant Completion Date such Lender’s Tranche A Term Loan Commitment; and (ii) subject to the second anniversary of terms and conditions hereofof the Closing Second Amendment, each Refinancing Term Lender (as defined therein) severally agrees to make, on the ClosingSecond Amendment Effective Date, a Tranche B Term Loans Loan to the Borrower in Dollars in an aggregate amount up equal to but not exceeding such Lender’s Tranche B Term Loan Commitment. The Borrower may not borrow make (x) only one borrowing under the Tranche B Term Loans Loan Commitments which shall be on the Closing ClosingSecond Amendment Effective Date in an amount in excess of and (y) only one borrowing under the Initial Equity Contribution. The Borrower may not borrow Tranche A Term Loans Loan Commitments which shall be on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining CommitmentsFirst Amendment Effective Date. Any amount amounts borrowed under this Section 2.1(a2.01(a) with respect to the Tranche A Term Loan and the Tranche B Term Loan and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.13(a) and 2.152.14, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Daterespectively. Each Lender’s (i) Tranche A Term Loan Commitment to make additional Term Loans shall terminate immediately and without further action on the earlier of (i) the Plant Completion Date First Amendment Effective Date, and (ii) Tranche B Term Loan Commitment shall terminate immediately and without further action on the second anniversary of the Closing Date ClosingSecond Amendment Effective Date, in each case, upon and after giving effect to the extent funding of such Commitment is unused or not otherwise terminated prior to Lender’s Tranche A Term Loan and/or Tranche B Term Loan on such date.

Loan Commitments. Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, from time to time during the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of on the Closing Date, a Term Loans Loan A to Borrowers in an amount equal to such Lender’s Term Loan A Commitment; and (ii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Borrower Term Loan B Commitment Termination Date, one or more Term Loan Bs to Borrowers in an aggregate amount up equal to but not exceeding such Lender’s Term Loan B Commitment. The Borrower Borrowers may not borrow make only one borrowing under the Term Loans Loan A Commitment which shall be on the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining CommitmentsDate. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(aSection 2.11(a) and 2.15Section 2.12, all amounts owed hereunder with respect to the Term Loan A and the Term Loan B shall be paid in full no later than the Term Loan A Maturity Date and the Term Loan B Maturity Date, respectively. On each Credit Date (including Each Lender’s Term Loan A Commitment shall terminate immediately and without further action on the Closing Date), each Date after giving effect to the funding of such Lender’s Term Loan A Commitment, if any, on such date. Each Lender’s Term Loan B Commitment shall be permanently reduced immediately and without further action upon the funding of each Term Loan B after the Closing Date in the an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (b) of the definition thereof) of such funded Term Loans made on such Credit Date. Loan B. Each Lender’s Term Loan B Commitment to make additional Term Loans shall terminate immediately and without further action on the earlier to occur of (i) the Plant Completion Term Loan B Maturity Date and (ii) the second anniversary of the Closing Term Loan B Commitment Termination Date after giving effect to the extent funding of such Commitment is unused or not otherwise terminated prior to Lender’s Term Loan B Commitment, if any, on such date.

Loan Commitments. Subject to the terms and conditions hereof, : (i) each Lender severally agrees to make, from time to time during the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of on the Closing Date, an Initial Term Loan to Company in an amount equal to such L▇▇▇▇▇’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, at any time after the Fourth Amendment Effective Date and prior to the Delayed Draw Commitment Termination Date one or more Delayed Draw Term Loans to the Borrower Company in an aggregate amount up not to but not exceeding exceed such LenderL▇▇▇▇▇’s CommitmentDelayed Draw Term Loan Commitment immediately prior to giving effect to any such Delayed Draw Term Loan. The Borrower Company may not borrow make only one borrowing under the Initial Term Loans Loan Commitment, which borrowing may only occur on the Closing Date in an amount in excess Date. Company may make one or more borrowings of the Initial Equity Contribution. The Borrower Delayed Draw Term Loan Commitment, which borrowings may not borrow Term Loans on any Credit Date occurring prior to only occur during the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining CommitmentsDelayed Draw Commitment Period. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.11(a) and 2.152.13, all amounts owed hereunder with respect to the Initial Term Loans and the Delayed Draw Term Loans shall be paid Paid in full Full no later than the Initial Term Loan Maturity Date and the Delayed Draw Term Loan Maturity Date, respectively. On each Credit Date (including the Closing Date), each Each Lender’s Initial Term Loan Commitment shall be reduced terminate immediately and fully without further action in by any Person upon the amount funding of such Lender’s Initial Term Loan Commitment on the Term Loans made on such Credit Closing Date. Each Lender’s Delayed Draw Term Loan Commitment to make additional shall (x) automatically and permanently be reduced by the amount of each Delayed Draw Term Loans shall Loan made hereunder, and (y) terminate immediately and without further action by any Person on the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Date to the extent such Delayed Draw Commitment is unused or not otherwise terminated prior to such dateTermination Date.

Loan Commitments. Subject to the terms and conditions hereof, (x) each Lender severally agrees to make, from time to time during on the period from and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Third Restatement Date, Tranche B Term Loans in Dollars to the Borrower in an aggregate amount up equal to but not exceeding such Lender’s Commitment. The Borrower may not borrow Tranche B Term Loans Loan Commitment and (y) the Additional Series ▇-▇ ▇▇▇▇▇▇▇ ▇ Term Loan Lender agrees to make, on the Closing Date Amendment No. 16 Effective Date, a Tranche B Term Loan in Dollars to Borrower in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior equal to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Additional Series ▇-▇ ▇▇▇▇▇▇▇ ▇ Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining CommitmentsCommitment Amount. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.13(a) and 2.152.14, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Daterespectively. Each Lender’s Tranche B Term Loan Commitment to make additional Term Loans shall terminate immediately and without further action on the earlier Third Restatement Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date. The Additional Series ▇-▇ ▇▇▇▇▇▇▇ ▇ Term Loan Lender’s Additional Series ▇-▇ ▇▇▇▇▇▇▇ ▇ Term Commitment shall terminate immediately and without further action on the Amendment No. 16 Effective Date after giving effect to the funding of such Lender’s Additional Series ▇-▇ ▇▇▇▇▇▇▇ ▇ Term Commitment on such date. (b) Borrowing Mechanics for Tranche B Term Loans on the Third Restatement Date. (i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice for Tranche B Term Loans no later than three days prior to the Plant Completion Date and Third Restatement Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowings. - 57 - (ii) Each Lender shall make its Tranche B Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the second anniversary Third Restatement Date, by wire transfer of same day funds in Dollars at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the Closing conditions precedent specified herein, Administrative Agent shall make the proceeds of the Tranche B Term Loans available to Borrower on the Third Restatement Date by causing an amount of same day funds in Dollars equal to the extent proceeds of all such Commitment is unused Loans received by Administrative Agent from Lenders to be credited to the account of Borrower, at the Principal Office designated by Administrative Agent or not otherwise terminated prior to such dateother account as may be designated in writing to Administrative Agent by Borrower.

Loan Commitments. Subject to the terms and conditions hereof, : each Lender severally agrees to make, from make at any time to time during the period from and including after the Closing Date and prior to but the Multi Draw Commitment Termination Date one or more Multi Draw Term Loans to Company in an aggregate amount not to exceed (i) in the case of the initial draw, $500,000 plus any Lender Transaction Costs, (ii) in the case of the second draw, $500,000 plus any Lender Transaction Costs, (iii) in the case of each subsequent draw, the amount set forth in the Budget including any Permitted Variance plus any Lender Transaction Costs and (iv) in the earlier case of each draw, such Lender’s Multi Draw Term Loan Commitment immediately prior to giving effect to any such Multi Draw Term Loan. Company may make up to six (6) borrowings of the Multi Draw Term Loan Commitment, which borrowings may only occur during the Multi Draw Commitment Period; provided, that (i) the Plant Completion Date and initial borrowing shall occur on the first Business Day following the Closing Date, (ii) the second anniversary of the Closing Dateborrowing shall occur on or after April 1, Term Loans to the Borrower in an aggregate amount up to but not exceeding such Lender’s Commitment. The Borrower may not borrow Term Loans on the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause 2019, (after giving effect to such borrowingiii) the aggregate principal amount of the Term Loans outstanding third borrowing shall occur on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 or after April 15, 2019, (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowingiv) the aggregate principal amount of fourth borrowing shall occur on or after April 26, 2019, (v) the Term Loans outstanding to exceed fifth borrowing shall occur on or after May 17, 2019 and (vi) the Aggregate Equity Contribution. Upon and sixth borrowing shall occur on or after the satisfaction of the Equity Fulfillment ConditionMay 27, the Borrower may borrow the then remaining Commitments2019. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a) and 2.15, all amounts owed hereunder with respect to the Multi Draw Term Loans shall be paid Paid in full Full no later than the Multi Draw Term Loan Maturity Date. On each Credit Date (including the Closing Date), each Lender’s Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Date. Each Lender’s Multi Draw Term Loan Commitment to make additional shall (x) automatically and permanently be reduced by the amount of each Multi Draw Term Loans shall Loan made hereunder, and (y) terminate immediately and without further action by any Person on the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Date to the extent such Multi Draw Commitment is unused or not otherwise terminated prior to such dateTermination Date.

Loan Commitments. (i) Subject to the terms and conditions hereofin the Original Credit Agreement, the Term Loan Lenders made Initial Term Loans to the Borrower on the Closing Date in the original aggregate principal amount of $515,000,000. Subject to the terms and conditions set forth in the Original Credit Agreement and in the First Joinder Agreement, certain Term Loan Lenders made New Term Loans (as defined in the Original Credit Agreement) to the Borrower on the Increased Amount Date (as defined in the First Joinder Agreement). Subject to the terms and conditions set forth herein and in the Amendment Agreement, each New Term Loan Lender party to the Amendment Agreement severally agrees to make, from time to time during on the period from Amendment and including the Closing Date to but not including the earlier of (i) the Plant Completion Date and (ii) the second anniversary of the Closing Restatement Date, a New Term Loans Loan to the Borrower in an aggregate amount up equal to but not exceeding such Lender’s CommitmentNew Term Loan Commitment as set forth in the Amendment Agreement. The Borrower may not borrow For the avoidance of doubt, as of the Amendment and Restatement Date, all New Term Loans on made to the Closing Date Borrower as described in an amount in excess of the this Section 2.1(a)(i) shall be deemed to be Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause under this Agreement. (after giving effect to such borrowingii) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining Commitments. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.13(a) and 2.152.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity DateDate applicable to such Initial Term Loans. On each The Initial Term Loan Commitments of the Lenders under the Original Credit Date (including Agreement terminated on the Closing Date), each . Each New Term Loan Lender’s New Term Loan Commitment shall be reduced immediately and without further action in the amount of the Term Loans made on such Credit Date. Each Lender’s Commitment to make additional Term Loans shall terminate immediately and without further action on the earlier of (i) the Plant Completion Amendment and Restatement Date and (ii) the second anniversary of the Closing Date after giving effect to the extent funding of such New Term Loan Lender’s New Term Loan Commitment is unused or not otherwise terminated prior to on such date.

Loan Commitments. Subject to the terms and conditions hereof, , (i) each Lender severally agrees to make, from time to on the Restatement Date and on two (2) additional Term Loan Draw Dates at any time during the period from Availability Period, a Tranche A Term Loan to the Borrower in Dollars in an amount equal to such Lender’s Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Restatement Date and including on two (2) additional Term Loan Draw Dates at any time during the Closing Date Availability Period, a Tranche B Term Loan to but the Borrower in Dollars in an amount equal to such Lender’s Tranche B Term Loan Commitment. If the Third Wave Merger is consummated on the Restatement Date, the Borrower may make only one borrowing under each of the Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments which shall be on the Restatement Date. If the Third Wave Merger is not including consummated on the earlier of Restatement Date, the Borrower may make (i) one borrowing under each of the Plant Completion Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments on the Restatement Date and (ii) two additional borrowings during the second anniversary of the Closing Availability Period (each date on which such additional borrowing is made, a “Term Loan Draw Date, Term Loans to the Borrower in an aggregate amount up to but not exceeding such Lender’s Commitment. The Borrower may not borrow Term Loans on the Closing Date in an amount in excess of the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date occurring prior to the Plant Encumbrance Date if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding on such Credit Date to exceed the Initial Equity Contribution. The Borrower may not borrow Term Loans on any Credit Date until the date that the Aggregate Equity Contribution exceeds $24,300,000 (the “Equity Fulfillment Condition”) if such borrowing would cause (after giving effect to such borrowing) the aggregate principal amount of the Term Loans outstanding to exceed the Aggregate Equity Contribution. Upon and after the satisfaction of the Equity Fulfillment Condition, the Borrower may borrow the then remaining Commitments). Any amount amounts borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a2.13(a) and 2.152.14, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. On each Credit Date (including the Closing Date), each Each Lender’s Tranche A Term Loan Commitment and/or Tranche B Term Loan Commitment, as the case may be, shall be automatically reduced immediately and without further action on the Restatement Date and on each Term Loan Draw Date in the amount of such Lender’s Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, funded on such date. The remaining amount of all unfunded Tranche A Term Loan Commitments and Tranche B Term Loan Commitments in effect on the Term Loans made on such Credit Date. Each Lender’s Loan Commitment to make additional Term Loans Termination Date shall terminate immediately and without further action on such date, after giving effect to the earlier of (i) the Plant Completion Date and (ii) the second anniversary funding of the Closing Date to the extent such Commitment is unused or not otherwise terminated prior to Tranche A Term Loans and/or Tranche B Term Loans, if any, on such date.