Tranche C Additional Consideration definition

Tranche C Additional Consideration is defined in Section 2.7. “Tranche C Closing Date” means the date on which the Tranche C Loan is advanced by Lenders, which, as indicated in the in the Advance Request Form for the Tranche C Loan and subject to the satisfaction of the conditions precedent to the Tranche C Loan set forth in Section 3.3, Section 3.5, Section 3.6 and Section 3.7, shall be ninety (90) days (or such shorter period as may be agreed to by Lenders) following the delivery by Borrower to Collateral Agent of a completed Advance Request Form in the form of Exhibit A hereto for the Tranche C Loan and, in no event, later than March 31, 2026. “Tranche C Commitment” means, with respect to any Lender, the commitment of such Lender to make the Credit Extensions relating to the Tranche C Loan on the Tranche C Closing Date in the aggregate principal amount set forth opposite such Lender’s name on Exhibit D attached hereto; provided, however, that the parties hereto agree that such commitment, and any obligations of such Lender hereunder with respect thereto, shall terminate automatically without any further action by any party hereto and be of no further force and effect if Borrower does not timely deliver an Advance Request Form to the Collateral Agent on or before December 31, 2025 with respect to the request to fund the Tranche C Loan Amount on the Tranche C Closing Date (in which case, for purposes of this Agreement, such Lender’s Tranche C Commitment would become zero). “Tranche C Loan” is defined in Section 2.2(a)(iii). “Tranche C Loan Amount” means an original principal amount equal to up to One Hundred Million Dollars ($100,000,000.00). “Tranche C Makewhole Amount” means, as of any date of prepayment of the Tranche C Loan occurring prior to the 3rd-year anniversary of the Tranche C Closing Date, an amount equal to the sum of all interest that would have accrued and been payable from such date of prepayment through the 3rd-year anniversary of the Tranche C Closing Date. For purposes of calculating the Tranche C Makewhole Amount, the date of determination shall be such date of prepayment, using the interest rate as in effect for the Interest Period in which the date of prepayment occurs, provided, that, for purposes of any such prepayment pursuant to Section 2.2(c)(ii), the date of determination shall be the date on which the Change of Control is consummated, using the interest rate as in effect for the Interest Period in which the Change of Control is consummated. “Tranche C Note” mea...

Tranche C Additional Consideration means an amount equal to $[***].