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 Twentieth 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 1 US-DOCS\157496676.5 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: (i) 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; (ii) agrees that a portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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), $8,000,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 A Loans, Tranche B Loans or Tranche C Loans, as applicable, first (i.e., the portion constituting “Called Principal,” if applicable) and not to any such 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. (iii) 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; (iv) 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 (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 Twentieth 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 Twentieth 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 of the Twentieth Nineteenth 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 1 US-DOCS\157496676.5 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”;; US-DOCS\156247637.16 hereby: (b) each Signatory Lender, the Administrative Agent and each of the Loan Parties hereby:Parties (i) 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; (ii) agrees that a portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 heretohereto ), $8,000,000 40,000,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 AmountAmount ”). In connection with the foregoing, the parties agree that (x) the foregoing conversion applies only to the funded portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, first (( i.e., the portion constituting “Called Principal,” if applicable) and not to any such Loans resulting from previous payment in kind, and 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. (iii) 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; (iv) 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 (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 Twentieth Nineteenth 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 Twentieth Nineteenth 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 of the Twentieth 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 1 US|US-DOCS\157496676.5 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: (i1) 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; (ii2) agrees that a portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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), $8,000,000 32,000,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 A Loans, Tranche B Loans or Tranche C Loans, as applicable, first (i.e., the portion constituting “Called Principal,” if applicable) and not to any such 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. (iii3) 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; (iv4) 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 Twentieth 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 Twentieth 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 Twentieth 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 1 US-DOCS\157496676.5 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: (a) 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); (iic) agrees that a portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 ▇▇▇▇▇▇’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), $8,000,000 of ; (d) acknowledges and agrees that the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 A Loans, Tranche B Loans or Tranche C Loans, as applicable, first (i.e., the portion constituting “Called Principal,” if applicable) and not to any such 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; (iiie) 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 (ivf) 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 (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 Twentieth 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 Twentieth 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 of the Twentieth Twenty-First 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 1 US-DOCS\157496676.5 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: (i) 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; (ii) agrees that a portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 heretoA), $8,000,000 12,000,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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); (2) 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) by Voya Renewable Energy Infrastructure Originator I, LLC and/or Voya Renewable Energy Infrastructure Originator L.P., $4,200,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, of such Lender are being recharacterized as Tranche C+ Loans as of the date hereof (which allocations are specified on Exhibit A hereto); and (3) 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) by LIF AIV 1, L.P., $28,000,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, of such Lender 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 A Loans, Tranche B Loans or Tranche C Loans, as applicable, first (i.e., the portion constituting “Called Principal,” if applicable) and not to any such 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. (iii) 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\157496676.5 (iv) 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 (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 1 BD of the Twentieth Twenty-First 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 1 BD of the Twentieth Twenty-First 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 of the Twentieth Nineteenth 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 1 US-DOCS\157496676.5 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”;; US-DOCS\156247637.16 (b) each Signatory Lender, the Administrative Agent and each of the Loan Parties hereby: (i) 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; (ii) agrees that a portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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), $8,000,000 40,000,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 A Loans, Tranche B Loans or Tranche C Loans, as applicable, first (i.e., the portion constituting “Called Principal,” if applicable) and not to any such Loans resulting from previous payment in kind, and 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. (iii) 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; (iv) 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 (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 Twentieth Nineteenth 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 Twentieth Nineteenth Amendment Effective Date, in each case provided the other applicable conditions precedent are met.

Tranche D Commitments. (a) Subject to the satisfaction of all the conditions precedent set forth in Section 4 hereof, as of the Twentieth Twenty-Second Amendment Effective Date,: (ai) 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 1 US-DOCS\157496676.5 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”; (ii) each of the parties hereto acknowledges and agrees that the Tranche D Commitments may be further upsized by Tranche D Lenders to an aggregate principal amount of up to $380,650,000 (the “Additional Tranche D Upsizing Amounts”) so long as (A) the Administrative Agent has reasonably determined that such increase is required by the Borrower and (B) no Lender shall be forced to participate in such increase without its written consent; (b) each Signatory Lender, the Administrative Agent and each of the Loan Parties hereby: (i) 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; (ii) consents to the upsizing and incurrence by Borrower of the Additional Tranche D Upsizing Amounts (including any Tranche D Loans incurred in respect thereof) if the Administrative Agent has reasonably determined that such increase is required by the Borrower; (iii) agrees that a portion of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, 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 heretoA), $8,000,000 20,000,000 of the Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, of certain specified Tranche D Lenders Affiliated with Orion Infrastructure Capital OIC, L.P. are being recharacterized as Tranche C+ Loans as of the date hereof (which allocations are specified on Exhibit A hereto); and (2) in addition to the recharacterization in subclause (1) of this clause (iii), as of the date of any provision of Additional Tranche D Upsizing Amounts by a Lender with the written consent of the Administrative Agent, an amount of the Tranche A Loans, Tranche B Loans or Tranche C Loans of such Lender (or its Affiliates) providing such Additional Tranche D Upsizing Amounts shall be recharacterized as Tranche C+ Loans as of the date of the commitments associated with such Additional Tranche D Upsizing Amounts based on a 2-to-1 proportion of the principal amount of such Additional Tranche D Upsizing Amount commitments (e.g. for each $1 of Additional Tranche D Upsizing Amount commitment, such Lender (or its Affiliates) will recharacterize $2 of Tranche A Loans, Tranche B Loans or Tranche C Loans as Tranche C+ Loans); (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 A Loans, Tranche B Loans or Tranche C Loans, as applicable, first (i.e., the portion constituting “Called Principal,” if applicable) and not to any such 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. (iiiiv) 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; (ivv) 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 (cvi) 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 1 BD of the Twentieth Twenty-Second 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 1 BD of the Twentieth Twenty-Second Amendment Effective Date, in each case provided the other applicable conditions precedent are met. (c) As of the Twenty-Second Amendment Effective Date, Tranche D Lenders have only provided commitments for $370,650,000 of the Tranche D Facility. The parties hereto acknowledge and agree that one or more lenders may become a Tranche D Lender for any uncommitted portion of the Tranche D Facility up to a total amount of Tranche D Commitments in the aggregate not to exceed $380,650,000 (any such upsizing Lender, a “Post-22nd Amendment Tranche D Upsizing Lender”) subject to the written consent of such Post-22nd 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, in the form of Exhibit A to this 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 on the Twenty-Second Amendment Effective Date or thereafter) 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-22nd 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 Tranche D Loans to the Borrower pursuant to 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 principal amount not to exceed the commitment amount set forth next to such Post-22nd Amendment Tranche D Upsizing ▇▇▇▇▇▇’s name on the updated Annex I to the Credit Agreement delivered by the Administrative Agent to the other parties hereto.