Common use of Tranche D Commitments Clause in Contracts

Tranche D Commitments. In reliance upon the representations and warranties set forth in Section 4.1, upon satisfaction of the conditions to effectiveness set forth in Section 3.1 and on the terms set forth herein and in the Credit Agreement: (a) each Amendment No. 4 ▇▇▇▇▇▇ severally agrees to make the Amendment No. 4 Term Loans to the Borrower in an amount equal to such Amendment No. 4 Lender’s Amendment No. 4 Term Loan Commitment set forth on Schedule 1.02(b) attached hereto, which Amendment No. 4 Term Loans shall be incurred pursuant to a single drawing on the Amendment No. 4 Effective Date; provided, that the Amendment No. 4 Term Loan Commitments will terminate in full upon the making of the Amendment No. 4 Term Loans, as applicable, on the Amendment No. 4 Effective Date; provided, further, that, to the extent repaid, the Amendment No. 4 Term Loans may not be reborrowed; (b) each Amendment No. 4 Delayed Draw Term Lender (severally and not jointly), upon its approval (in its sole discretion), agrees to make Amendment No. 4 Delayed Draw Term Loans to the Borrower from time to time on any Business Day during the Amendment No. 4 Delayed Draw Term Loan Availability Period; provided that (i) the aggregate principal amount of any Amendment No. 4 Delayed Draw Term Loan made by any Amendment No. 4 Delayed Draw Term Lender on the occasion of any Borrowing of Amendment No. 4 Delayed Draw Term Loans shall not exceed the then available Amendment No. 4 Delayed Draw Term Loan Commitment of such Lender (immediately prior to giving effect to the making of such Amendment No. 4 Delayed Draw Term Loans) and (ii) the aggregate principal amount of all Amendment No. 4 Delayed Draw Term Loans made by the Amendment No. 4 Delayed Draw Term Lenders during the Amendment No. 4 Delayed Draw Term Loan Availability Period shall not exceed the Maximum Amendment No. 4 DDTL Amount. Amendment No. 4 Delayed Draw Term Loan Commitment Amounts repaid or prepaid in respect of the Amendment No. 4 Delayed Draw Term Loans may not be reborrowed; (c) notwithstanding anything to the contrary contained herein or in the Existing Credit Agreement, from and after the Amendment No. 4 Effective Date, the Tranche D Loans (i) shall be deemed to be “Loans” as defined in the Credit Agreement for all purposes of the Loan Documents, having terms and provisions identical to those applicable to the Loans outstanding immediately prior to the Amendment No. 4 Effective Date, except as otherwise set forth in the Credit Agreement, and (ii) shall be entitled to all the benefits afforded to the Loans by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Security Instruments; and from and after the Amendment No. 4 Effective Date, each New Lender hereby joins in, becomes party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretions reasonably incidental thereto. Each New Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iii) from and after the Amendment No. 4 Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder.

Tranche D Commitments. In reliance upon the representations and warranties set forth in Section 4.1, upon satisfaction of the conditions to effectiveness set forth in Section 3.1 and on the terms set forth herein and in the Credit Agreement: (a) As of the Fifteenth Amendment Effective Date, 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 for any uncommitted portion of the Tranche D Facility (any such upsizing Lender, a “Tranche D Upsizing Lender”) 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 Amendment No. 4 Tranche D Upsizing ▇▇▇▇▇▇ severally agrees to make the Amendment No. 4 Term Loans agrees, subject to the Borrower in an amount equal to such Amendment No. 4 Lender’s Amendment No. 4 Term Loan Commitment set forth on Schedule 1.02(b) attached hereto, which Amendment No. 4 Term Loans shall be incurred pursuant to a single drawing on the Amendment No. 4 Effective Date; provided, that the Amendment No. 4 Term Loan Commitments will terminate in full upon the making satisfaction of the Amendment No. 4 Term Loans, as applicable, on the Amendment No. 4 Effective Date; provided, further, that, to the extent repaid, the Amendment No. 4 Term Loans may not be reborrowed; (b) each Amendment No. 4 Delayed Draw Term Lender (severally and not jointly), upon its approval (in its sole discretion), agrees to make Amendment No. 4 Delayed Draw Term Loans to the Borrower from time to time on any Business Day during the Amendment No. 4 Delayed Draw Term Loan Availability Period; provided that (i) the aggregate principal amount of any Amendment No. 4 Delayed Draw Term Loan made by any Amendment No. 4 Delayed Draw Term Lender on the occasion of any Borrowing of Amendment No. 4 Delayed Draw Term Loans shall not exceed the then available Amendment No. 4 Delayed Draw Term Loan Commitment of such Lender (immediately prior to giving effect to the making of such Amendment No. 4 Delayed Draw Term Loans) and (ii) the aggregate principal amount of all Amendment No. 4 Delayed Draw Term Loans made by the Amendment No. 4 Delayed Draw Term Lenders during the Amendment No. 4 Delayed Draw Term Loan Availability Period shall not exceed the Maximum Amendment No. 4 DDTL Amount. Amendment No. 4 Delayed Draw Term Loan Commitment Amounts repaid or prepaid in respect of the Amendment No. 4 Delayed Draw Term Loans may not be reborrowed; (c) notwithstanding anything to the contrary contained herein or in the Existing Credit Agreement, from and after the Amendment No. 4 Effective Date, the Tranche D Loans (i) shall be deemed to be “Loans” as defined in the Credit Agreement for all purposes of the Loan Documents, having terms and provisions identical to those applicable to the Loans outstanding immediately prior to the Amendment No. 4 Effective Date, except as otherwise conditions set forth in Section 4.03 of the Credit Agreement, and (ii) shall be entitled to all the benefits afforded to the Loans by the Amended Credit Agreement and the other Loan provisions of the Financing Documents, and shall, without limiting to make Tranche D Loans to the foregoing, benefit equally and ratably Borrower pursuant to the Amended Credit Agreement in one or more draws from the guarantees and security interests created date of such future amendment to this Agreement until the expiration of the Availability Period in an aggregate amount not to exceed the commitment amount set forth next to such Tranche D Upsizing ▇▇▇▇▇▇’s name on the updated Annex I to the Credit Agreement delivered by the Security Instruments; and from and after 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 No. 4 Effective Date, each New 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); (ii) agrees that the Administrative Agent and any Tranche D Upsizing Lender hereby joins in, becomes party to, and agrees may amend Annex I to comply with and be bound by the terms and conditions of the Credit Agreement as to have such Tranche D Upsizing ▇▇▇▇▇▇’s commitments (up to a Lender thereunder and under each other Loan Document total amount of Tranche D Commitments not to which any Lender is required exceed $180,000,000) reflected on Annex I to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to and become effective (without the Administrative Agent by consent of any other Lender); and (iii) agrees that the terms upsized Tranche D Commitments, and any Tranche D Loans incurred in respect thereof, together with such powers shall be Commitments and discretions reasonably incidental thereto. Each New Lender represents and warrants that (i) it has full power and authority, and has taken Loans for all action necessary, to execute and deliver this Amendment, to consummate the transactions contemplated hereby and to become a Lender purposes under the Credit Agreement, (ii) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iii) from and after the Amendment No. 4 Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder.