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. The Total Subject to the terms and conditions hereof, each Lender severally agrees to make the Delayed Draw Term Loans to the Borrowers in an aggregate amount up to but not exceeding such Lender’s Delayed Draw Term Loan Commitment Commitment; provided, that (i) the Borrowers shall terminate on not be entitled to issue more than two Delayed Draw Funding Notices in total in respect of the earlier Delayed Draw Term Loan Commitments, (ii) $24,500,000 of (A) the Delayed Draw Term Loan Commitment Expiry Date (after giving effect to any funding (which funding shall, for the avoidance of doubt, will be subject available to the terms and conditions of this AgreementBorrowers on or after December 12, 2016, (iii) $12,500,000 of the Delayed Draw Term Loan Commitment will be available to the Borrowers on such date) or after June 12, 2017, and (Biv) after giving effect to the date on which the aggregate amount making of any Delayed Draw Term Loans advanced pursuant to Section 2.01(a)(ii) is equal to Loans, in no event shall the Total Utilization of the Delayed Draw Term Loan CommitmentCommitments exceed the Delayed Draw Term Loan Commitments then in effect. Any amount borrowed pursuant to this Section 2.2(a) and subsequently repaid or prepaid may not be reborrowed. The Borrower may, without premium or penalty, reduce the Total portion of each Lender’s 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 funded after giving making 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 shall terminate immediately and without further action after giving effect immediately prior to the funding by such reduction is less than Lender on 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 thereofdate.

Delayed Draw Term Loan Commitments. The Total Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan or loans (individually a “Delayed Draw Term Loan” and collectively for all the Lenders the “Delayed Draw Term Loans”) in U.S. Dollars to the Borrower from time to time up to the amount of such Lender’s Delayed Draw Term Loan Commitment shall terminate on the earlier of (A) during the Delayed Draw Term Loan Commitment Expiry Date Availability Period; provided, that (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 (Ba) 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 original principal amount of all Delayed Draw Term Loans shall 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 exceed the Delayed Draw Term Loan Commitment and (b) the aggregate original principal amount of each all Delayed Draw Term Loans of any Lender proportionately shall not exceed such Lender’s Delayed Draw Term Loan Commitment. Each Borrowing of Delayed Draw Term Loans shall be made ratably by the Lenders in accordance with its Pro Rata Share thereofproportion to their respective Delayed Draw Term Loan Percentages; provided, that the Borrower shall be limited to six (6) Borrowings during the Delayed Draw Term Loan Availability Period. As provided in Section 1.5(a) hereof, the Borrower may elect that the Delayed Draw Term Loans be outstanding as Base Rate Loans or Eurodollar Loans. No amount repaid or prepaid on any Delayed Draw Term Loan may be borrowed again.

Delayed Draw Term Loan Commitments. The Total Delayed Draw Term Loan Commitment shall terminate on Subject to the earlier of (A) terms and conditions hereof, each Lender severally agrees to make to Borrower, and Borrower may request, once during each calendar month during the Delayed Draw Term Loan Commitment Expiry Date Availability Period, that Delayed Draw Term Loans be made to Borrower in an aggregate principal amount up to but not exceeding such Lender’s Delayed Draw Term Loan Commitment; provided that (after giving effect i) up to any funding ten borrowings of Delayed Draw Term Loans under the Delayed Draw Term Loan Commitments shall be permitted hereunder, (which funding shall, for ii) all borrowings of Delayed Draw Term Loans under the avoidance of doubt, Delayed Draw Term Loan Commitments must be subject made on or prior to the terms and conditions of this Agreement) last Business Day of the Delayed Draw Term Loan on such date) Availability Period and (Biii) the date on which the aggregate amount borrowing 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 Commitments shall be in principal amounts not less than $1,000,000 or integral multiples of each Lender proportionately $100,000 in accordance with its Pro Rata Share excess thereof. Notwithstanding any other provision of this Agreement, outstanding Delayed Draw Term Loan Commitments shall automatically terminate upon the earlier of (x) the funding of Delayed Draw Term Loans pursuant to this Section 2.1.1(b) (in which case, such Delayed Draw Term Loan Commitments shall terminate in an amount equal to the principal amount of any Delayed Draw Term Loans so funded) and (y) at 5:00 p.m., New York City time, on the last Business Day of the Delayed Draw Term Loan Availability Period (in which case, all then outstanding Delayed Draw Term Loan Commitments shall so terminate).

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.

Delayed Draw Term Loan Commitments. Each Lender agrees to make Loans to Borrowers from time to time on each Delayed Draw Term Loan Funding Date on or prior to the Delayed Draw Term Loan Commitment Termination Date in an aggregate principal amount equal to such Lender’s applicable Pro Rata Delayed Draw Term Loan Share of the unfunded Delayed Draw Term Loan Commitments of such aggregate amounts of Delayed Draw Term Loans as Borrowers may request; provided, that (i) the principal amount of any Delayed Draw Term Loan to be made by any Lender shall not exceed such Xxxxxx’s remaining unfunded Delayed Draw Term Loan Commitment, and (ii) borrowings of Delayed Draw Term Loans shall be used solely to finance (1) Permitted Acquisitions, (2) Other Acquisition-Like Investments, (3) the payment of Permitted Earn-Outs incurred in connection with the foregoing, (4) the payment of fees and expenses incurred in connection with the foregoing or (5) the refinancing of Revolving Loans or replenishment of cash on the balance sheet utilized in respect of any of the foregoing not more than ninety (90) days prior to the related funding of the applicable Delayed Draw Term Loan. The Total Delayed Draw Term Loan Commitment shall automatically be reduced immediately upon and in the principal amount of each Delayed Draw Term Loan made hereunder, and any remaining unfunded Delayed Draw Term Loan Commitments of the Lenders 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 thereofTermination Date.

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 Xxxxxx’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 Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2), each Lender severally agrees to make, from time to time during the Delayed Draw Term Loan Availability Period, term loans to Company in an aggregate amount not to exceed such Lender’s Delayed Draw Term Loan Commitment (each, a “Delayed Draw Term Loan”). Company may make more than one borrowing (the date of each such borrowing, a “Delayed Draw Term Loan Funding Date”) under the Delayed Draw Term Loan Commitments, provided that the amount of Delayed Draw Term Loans requested and funded on each Delayed Draw Term Loan Funding Date shall be no less than Two Million Five Hundred Thousand Dollars ($2,500,000), and there shall be no more than two (2) Delayed Draw Term Loan Funding Dates in the aggregate. Any amount borrowed under this Section 2.2(a) and subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall terminate on immediately and without further action at 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) end of the Delayed Draw Term Loan on such date) and (B) Availability Period, regardless of whether the date on which the aggregate full 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 Commitments has been borrowed as of each Lender proportionately in accordance with its Pro Rata Share thereofsuch date.

Delayed Draw Term Loan Commitments. The Total Subject to the terms and conditions hereof, each Lender severally agrees to make the Delayed Draw Term Loans to the Borrowers in an aggregate amount up to but not exceeding such Lender’s Delayed Draw Term Loan Commitment Commitment; provided, that (i) the Borrowers shall terminate on not be entitled to issue more than two Delayed Draw Funding Notices in total in respect of the earlier Delayed Draw Term Loan Commitments, (ii) $24,500,000 of (A) the Delayed Draw Term Loan Commitment Expiry Date (after giving effect to any funding (which funding shall, for the avoidance of doubt, will be subject available to the terms and conditions of this AgreementBorrowers on or after December 12, 2016, (iii) $12,500,000 of the Delayed Draw Term Loan Commitment will be available to the Borrowers on such date) or after May 10, 2017, and (Biv) after giving effect to the date on which the aggregate amount making of any Delayed Draw Term Loans advanced pursuant to Section 2.01(a)(ii) is equal to Loans, in no event shall the Total Utilization of the Delayed Draw Term Loan CommitmentCommitments exceed the Delayed Draw Term Loan Commitments then in effect. Any amount borrowed pursuant to this Section 2.2(a) and subsequently repaid or prepaid may not be reborrowed. The Borrower may, without premium or penalty, reduce the Total portion of each Lender’s 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 funded after giving making 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 shall terminate immediately and without further action after giving effect to the funding by such Lender on such date. The Lenders agree that: (i) the solvency requirement in effect immediately prior to such reduction is less than such amount) and Section 4.20 below shall be made by providing not less than 5 Business Days prior written notice apply for any such reduction. Once reduced, the Total Delayed Draw Term Loan Commitment may not be increased. Each such reduction purposes of the Total Delayed Draw Term Loan Commitment shall reduce the Delayed Draw Term Loan Commitment that will be available to the Borrowers pursuant to subclause (iii) above; and (ii) execution of each Lender proportionately in accordance with its Pro Rata Share thereofthe Restructuring Support Agreement dated as of April 6, 2017 by the Borrowers and the Guarantors does not constitute a Material Adverse Effect.