Common use of Delayed Draw Term Loan Clause in Contracts

Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loan.

Delayed Draw Term Loan. The Borrower shall give repay the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate outstanding principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan on the last Business Day of each Fiscal Quarter, commencing with the first (1st) Fiscal Quarter of 2019, in immediately available funds by wire transfer each case, in an amount equal to such Person or Persons as may be designated by one and one-quarter percent (1.25%) of the Borrower in writing; provided that to the extent the proceeds outstanding principal amount of the Delayed Draw Term Loan funded on as of the last day of the first (1st) Fiscal Quarter of 2019 (subject to adjustment for Delayed Draw Term Loan Borrowings during the First Extension Period and the Second Extension Period, as described below); provided, that, (i) the Borrower shall repay any advances under the Delayed Draw Funding Date, together Term Loan made during the First Extension Period commencing with the Cash Contributionfirst (1st) full Fiscal Quarter ending after the First Extended DDTL Availability Expiration Date in each case, exceed in an amount equal to the Cash Percentage one and one-quarter percent (1.25%) of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the outstanding principal amount of each such Delayed Draw Term Loan owing hereunder as of the First Extended DDTL Availability Expiration Date, and (ii) the Borrower shall be repay any advances under the Delayed Draw Term Loan made during the Second Extension Period commencing with the first (1st) full Fiscal Quarter ending after the Second Extended DDTL Availability Expiration Date, in each case, in an amount equal to 100% one and one-quarter percent (1.25%) of the applicable Lender’s outstanding principal amount of each such Delayed Draw Term Loan Commitment as of the Second Extended DDTL Availability Expiration Date (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), with respect to the then Outstanding Amount of the Delayed Draw Term LoanLoan due on the Term Loan Maturity Date (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02, Section 9.03 or Section 9.04, as applicable.

Delayed Draw Term Loan. The Borrower shall give Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Delayed Draw Term Loan Lender severally agrees to make available to the Company and the Subsidiary Borrowers (as directed by the Company)(through the Administrative Agent) on each Delayed Draw Funding Date, in accordance with Section 2.3(b) below, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a term loan in Dollars (the “Delayed Draw Term Loan”) in the aggregate principal amount after giving effect to all Delayed Draw Term Loan borrowings of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (the “Delayed Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided, however, that on the Effective Date and on the three business days following the Effective Date, the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least not less than three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered prior to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Effective Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to . LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on a Delayed Draw Term LoanLoan borrowing may not be reborrowed.

Delayed Draw Term Loan. The Borrower (a) Subject to the terms and conditions of this Agreement, on a date (which shall give be a Business Day) identified by Borrowers, Lender agrees to make a delayed draw term loan to Borrowers (the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. "Delayed Draw Term Loan") during Delayed Draw Funding Period; provided that (i) on the same Business Day as each Base Rate original principal amount of the Delayed Draw Term Loan shall not exceed the lesser of (x) the Delayed Draw Term Loan Amount, and (y) 60% of the fair market value of the applicable Specified Real Property supporting the Delayed Draw Term Loan, (ii) at least three no more than one Delayed Draw Term Loan shall be made during the term of this Agreement, (3iii) Business Days before Lender shall have received (A) appraisals of the Specified Real Property supporting such Delayed Draw Term Loan satisfactory to Lender in its Permitted Discretion, (B) mortgagee title insurance policies (or marked commitments irrevocably committing the title insurer to issue the same) for the Specified Real Property supporting the Delayed Draw Term Loan issued by a title insurance company satisfactory to Lender in its Permitted Discretion (each LIBOR Rate Loan (provided a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Lender in its Permitted Discretion insuring Lender that the Borrower Mortgages on such Specified Real Property are valid and enforceable first priority mortgage Liens on such Specified Real Property free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance, and include such endorsements as are, satisfactory to Lender in its Permitted Discretion, (C) a phase-I environmental site assessment report with respect to each parcel composing such Specified Real Property, and the environmental consultants retained for such reports, the scope of the reports, and the results thereof shall be acceptable to Lender in its Permitted Discretion, (D) an ALTA/ACSM as-built survey of each parcel comprising the Specified Real Property, which survey shall be performed by a registered land surveyor acceptable to Lender in its Permitted Discretion and containing such "Table A" items as are required by Lender and otherwise in form and substance acceptable to Lender in its Permitted Discretion, (E) in the event that any portion of the Specified Real Property is located in any area that has delivered been designated by the Federal Emergency Management Agency as a "Special Flood Hazard Area", Borrowers shall provide evidence that Borrowers have maintained flood insurance with respect to the Administrative Agent portions of the Specified Real Property (including any personal property which is located thereon) complying with the Flood Disaster Protection Act of 1973, as amended from time to time, in amounts satisfactory to Lender, and otherwise satisfactory to Lender, (F) a letter zoning report for each parcel comprising the Specified Real Property prepared by a zoning due diligence company reasonably acceptable to Lender and sufficient to allow the title company to issue a zoning endorsement on each Mortgage Policy (to the extent that a zoning endorsement is available in the state where such Specified Real Property is located), (G) internal confirmation that it has completed its flood diligence, has received copies of all flood insurance documentation, and has confirmed that flood insurance compliance has been completed as required by the Flood Laws, or, in each case, as otherwise satisfactory to Lender, (H) a legal opinion from counsel to the Loan Parties regarding the Mortgages and other Loan Documents in form and substance reasonably satisfactory to Lender, and (I) the Administrative Agent indemnifying the Lenders in the manner conditions precedent set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which 3.2 shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that have been satisfied. A request for the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of writing by an Authorized Person and delivered to Lender (such Notice of Borrowing from the Borrowerwritten request, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such a "Delayed Draw Term Loan to be made by such Notice") and shall specify the amount of the requested Delayed Draw Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of and the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of the Funding Date. The Delayed Draw Term Loan funded Notice must be received by Lender no later than 11:00 a.m. on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal third (3rd) Business Day prior to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each any Delayed Draw Term Loan owing hereunder Funding Date and be accompanied by such other documentation as Lender shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loanrequest in its Permitted Discretion.

Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered Subject to the Administrative Agent a letter in form terms and substance reasonably satisfactory conditions set forth herein, each Term Lender severally agrees to make to the Administrative Agent indemnifying the Lenders Borrowers a Delayed Draw Term Loan denominated in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying Dollars (A) the date of such borrowing (advance, the “Delayed Draw Funding Date”)) during the Delayed Draw Availability Period, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect not to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, exceed the amount of such Term Lender’s Delayed Draw Term Loan Commitment. Amounts borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Subject to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the immediately succeeding sentence, Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as Loans may be designated by the Borrower in writing; Base Rate Loans or LIBOR RateSOFR Loans, as further provided that herein. Notwithstanding anything to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Datecontrary contained herein, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (immediately after giving effect to the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount incurrence of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term LoanLoans hereunder, the outstanding principal amount of all Delayed Draw Term Loans of each Term Lender shall be automatically added to, and shall constitute, Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Credit Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based on relative sizes of the various outstanding Borrowings), so that each Term Lender that holds outstanding Initial Term Loans and Delayed Draw Term Loans on such Delayed Draw Funding Date will participate proportionately in each then outstanding Borrowing of Initial Term Loans (after giving effect to the incurrence of such Delayed Draw Term Loans).

Delayed Draw Term Loan. The (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Borrower shall give (through the Administrative Agent an irrevocable Notice of Borrowing prior Agent), to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that extent requested by the Borrower has delivered pursuant to the Administrative Agent clause (b)(ii)(A) hereof, such Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a letter term loan in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing Dollars (the “Delayed Draw Funding DateTerm Loan”), which shall be a Business Day, (B) in the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of FIFTY MILLION DOLLARS ($3,000,000 or a whole multiple of $1,000,000 in excess thereof, 50,000,000) (ythe “Delayed Draw Term Loan Committed Amount”) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether for the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable theretopurposes hereinafter set forth; provided, provided that the Delayed Draw Term Loan shall only be made available to the Borrower (1) in one drawing on a single draw during the period from the Second Amendment Effective Date until the date that is three hundred sixty (360) days following the Second Amendment Effective Date (the “Delayed Draw Funding DateAvailability Period”) to fund the Rocketdyne Acquisition (or to be deposited in an account held by the Administrative Agent in anticipation of the Rocketdyne Acquisition which shall serve as cash collateral for the Credit Party Obligations until such time as the Rocketdyne Acquisition shall occur) and (2) to the extent the conditions contained in Section 4.2 are satisfied. Upon receipt of such Notice of Borrowing from the Borrower, by the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in immediately available like funds as received by wire transfer the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Delayed Draw Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to such Person Delayed Draw Funding Date. LIBOR Rate Loans shall be made by each Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of prepaid on the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall may not be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loanreborrowed.

Delayed Draw Term Loan. The Borrower shall give repay the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate outstanding principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan on the last Business Day of each Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2019, in immediately available funds by wire transfer each case in an amount equal to such Person or Persons as may be designated by one and one-quarter percent (1.25%) of the Borrower in writing; provided that to the extent the proceeds outstanding principal amount of the Delayed Draw Term Loan funded on as of March 31, 2019 (subject to adjustment for Delayed Draw Term Loan Borrowings during the First Extension Period and the Second Extension Period, as described below); provided that (x) the Borrower shall repay any advances under the Delayed Draw Funding Date, together Term Loan made during the First Extension Period commencing with the Cash Contribution, exceed first full Fiscal Quarter ending after the First Extended DDTL Availability Expiration Date in each case in an amount equal to the Cash Percentage one and one-quarter percent (1.25%) of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the outstanding principal amount of each such Delayed Draw Term Loan owing hereunder as of the First Extended DDTL Availability Expiration Date and (y) the Borrower shall be repay any advances under the Delayed Draw Term Loan made during the Second Extension Period commencing with the first full Fiscal Quarter ending after the Second Extended DDTL Availability Expiration Date in each case in an amount equal to 100% one and one-quarter percent (1.25%) of the applicable Lender’s outstanding principal amount of each such Delayed Draw Term Loan Commitment as of the Second Extended DDTL Availability Expiration Date (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), with respect to the then Outstanding Amount of the Delayed Draw Term LoanLoan due on the Term Loan Maturity Date (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02, Section 9.03 or Section 9.04.

Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered Subject to the Administrative Agent a letter in form terms and substance reasonably satisfactory conditions set forth herein, each Term Xxxxxx severally agrees to make to the Administrative Agent indemnifying the Lenders Borrowers a Delayed Draw Term Loan NAI-1537228099v31537241654v2 denominated in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying Dollars (A) the date of such borrowing (advance, the “Delayed Draw Funding Date”)) during the Delayed Draw Availability Period, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect not to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, exceed the amount of such Term Lender’s Delayed Draw Term Loan Commitment. Amounts borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Subject to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the immediately succeeding sentence, Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as Loans may be designated by the Borrower in writing; Base Rate Loans or SOFR Loans, as further provided that herein. Notwithstanding anything to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Datecontrary contained herein, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (immediately after giving effect to the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount incurrence of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term LoanLoans hereunder, the outstanding principal amount of all Delayed Draw Term Loans of each Term Lender shall be automatically added to, and shall constitute, Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Credit Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based on relative sizes of the various outstanding Borrowings), so that each Term Lender that holds outstanding Initial Term Loans and Delayed Draw Term Loans on such Delayed Draw Funding Date will participate proportionately in each then outstanding Borrowing of Initial Term Loans (after giving effect to the incurrence of such Delayed Draw Term Loans).

Delayed Draw Term Loan. The (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Borrower shall give (through the Administrative Agent an irrevocable Notice of Borrowing prior Agent), to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that extent requested by the Borrower has delivered pursuant to the Administrative Agent clause (b)(ii)(A) below, such Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a letter term loan in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing Dollars (the “Delayed Draw Funding DateTerm Loan”), which shall be a Business Day, (B) in the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of up to ONE HUNDRED FIFTY MILLION DOLLARS ($3,000,000 or a whole multiple of $1,000,000 in excess thereof, 150,000,000) (ythe “Delayed Draw Term Loan Committed Amount”) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether for the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable theretopurposes hereinafter set forth; provided, provided that the Delayed Draw Term Loan shall only be made available to the Borrower (1) in one drawing on three (3) draws during the Delayed Draw Funding Date. Upon receipt Availability Period each in a minimum aggregate amount of such Notice $10,000,000 and in integral multiples of Borrowing from $1,000,000 in excess thereof (or the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account remaining amount of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan Committed Amount, if less) and (2) to be made the extent the conditions contained in Section 4.2 are satisfied. Upon receipt by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse of the proceeds of the Delayed Draw Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in immediately available like funds as received by wire transfer the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Delayed Draw Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to such Person Delayed Draw Funding Date. LIBOR Rate Loans shall be made by each Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of prepaid on the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall may not be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loanreborrowed.

Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered Subject to the Administrative Agent a letter in form terms and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 conditions of this Agreement), at the election of its intention to borrow, specifying and on a date (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) identified by Borrower after the amount of such borrowing, which shall be, (x) with respect Closing Date but prior to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Commitment Termination Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such with a Delayed Draw Term Loan Commitment agrees (severally, not jointly or jointly and severally) to be made by make a delayed draw term loan to Borrower (each such advance a “Delayed Term Loan Lender on Draw” and collectively, the “Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes Term Loan”) in an amount equal to the Administrative Agent to disburse the proceeds lesser of (I) such Lender’s Delayed Draw Term Loan Commitment and (II) such Lender’s Pro Rata Share of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by Amount; provided, that (A) the Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the aggregate principal amount of each Delayed Draw Term Loan owing hereunder Draw shall not be less than $1,000,000, and, in any event, shall be in an amount equal which is an integral multiple of $250,000, (B) after giving effect to 100% any such Delayed Term Loan Draw, the aggregate original principal amount of the applicable Lender’s Delayed Term Loan Commitment Draws shall not exceed the Delayed Draw Term Loan Amount, (C) the conditions precedent set forth in Section 3.2 shall have been satisfied, (D) the proceeds of each Delayed Draw Term Loan shall be used only to fund the purchase price of a Permitted Acquisition and/or the transaction expenses with respect thereto, (E) at least five (5) Business Days prior to the Delayed Draw Term Loan Funding Date, Borrower has delivered to Agent updated pro forma certified calculations of the financial covenants set forth in Section 7 evidencing compliance on a pro forma basis with Section 7 (after giving effect to the borrowing of the applicable Delayed Draw Term Loan) for the most recently ended fiscal quarter for which financial statements have been received pursuant to Section 5.1 and (F) at least five (5) Business Days prior to the Delayed Draw Term Loan Funding Date, Borrower has delivered to Agent an updated pro forma certified calculation of the Leverage Ratio (after giving effect to the applicable Delayed Draw Term Loan) for the most recently ended fiscal quarter for which financial statements have been received pursuant to Section 5.1, and such Leverage Ratio is not greater than the lesser of (i) 6.0:1.0 and (ii) the required Leverage Ratio for the applicable period set forth Section 7(b) less 0.25, and (G) at least five (5) Business Days prior to the Delayed Draw Term Loan Funding Date, Borrower has delivered to Agent an updated pro forma certified calculation of the Liquidity (after giving effect to the applicable Delayed Draw Term Loan) for the most recently ended fiscal quarter for which financial statements have been received pursuant to Section 5.1, and such Liquidity is greater than $6,000,000. lesser of (i) 6.0:1.0 and (ii) the required Leverage Ratio for the applicable period set forth Section 7(b) less 0.25, and (G) at least five (5) Business Days prior to the Delayed Draw Term Loan Funding Date, Borrower has delivered to Agent an updated pro forma certified calculation of the Liquidity (after giving effect to the applicable Delayed Draw Term Loan) for the most recently ended fiscal quarter for which financial statements have been received pursuant to Section 5.1, and such Liquidity is greater than $6,000,000.

Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on Subject to the same Business Day as terms and conditions of this Agreement, (i) during the period from the Closing Date to May 17, 2015, each Base Rate Lender with a Delayed Draw Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Delayed Draw Term Loan 1”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Delayed Draw Term Loan 1 Amount and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that during the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) period from the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be 1 is made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrowerto May 17, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date2015, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such with a Delayed Draw Term Loan Commitment agrees (severally, not jointly or jointly and severally) to be made by such make term loans (collectively, the “Delayed Draw Term Loan Lender on 2” and together with the Delayed Draw Funding Date. The Term Loan 1, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”) to Borrower hereby irrevocably authorizes the Administrative Agent in an amount equal to disburse the proceeds such Lender’s Pro Rata Share of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds 2 Amount. Each of the Delayed Draw Term Loan funded on 1 and the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder 2 shall be an amount equal available to 100% Borrower in a single drawing of the applicable Lender’s Term Loan Commitment with respect to not less than $1,000,000 (or if the Delayed Draw Term LoanLoan Commitment on the applicable date of determination is less than $1,000,000, the full amount of the remaining Delayed Draw Term Loan Commitment) upon not less than five (5) Business Days’ written notice to Agent.

Delayed Draw Term Loan. The Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each DDTL Lender severally, but not jointly, agrees to make available to the Borrower shall give (through the Administrative Agent an irrevocable Notice of Borrowing prior Agent), to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that extent requested by the Borrower has delivered pursuant to the Administrative Agent Section 2.2(a) hereof, such DDTL Lender’s DDTL Commitment of a letter term loan in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing Dollars (the “Delayed Draw Funding DateTerm Loan”), which shall be a Business Day, (B) in the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of ONE HUNDRED MILLION DOLLARS ($3,000,000 or a whole multiple of $1,000,000 in excess thereof, 100,000,000) (ythe “Delayed Draw Term Loan Committed Amount”) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, for the purposes hereinafter set forth (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loansuch facility, the duration of the Interest Period applicable thereto“DDTL Facility”); provided, provided that the Delayed Draw Term Loan shall (A) only be made available to the Borrower in one drawing on a single draw during the Delayed Draw Funding DateAvailability Period and (B) be subject to satisfaction of the conditions contained in Sections 6.1 and 6.2 of this Agreement. Upon receipt of such Notice of Borrowing from the Borrower, by the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 11.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the DDTL Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Delayed Draw Term Loan may consist of Alternative Base Rate Loans or SOFR Loans as the Borrower may request in immediately available funds by wire transfer the Borrowing Notice delivered to the Administrative Agent prior to such Person Delayed Draw Funding Date. Amounts repaid or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of prepaid on the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall may not be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loanreborrowed.

Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered Subject to the Administrative Agent a letter in form terms and substance reasonably satisfactory conditions set forth herein, each Term Lender severally agrees to make to the Administrative Agent indemnifying the Lenders Borrowers a Delayed Draw Term Loan denominated in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying Dollars (A) the date of such borrowing (advance, the “Delayed Draw Funding Date”)) during the Delayed Draw Availability Period, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect not to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, exceed the amount of such Term Lender’s Delayed Draw Term Loan Commitment. Amounts borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Subject to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the immediately succeeding sentence, Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as Loans may be designated by the Borrower in writing; Base Rate Loans or SOFR Loans, as further provided that herein. Notwithstanding anything to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Datecontrary contained herein, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (immediately after giving effect to the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount incurrence of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term LoanLoans hereunder, the outstanding principal amount of all Delayed Draw Term Loans of each Term Lender shall be automatically added to, and shall constitute, Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Credit Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based on relative sizes of the various outstanding Borrowings), so that each Term Lender that holds outstanding Initial Term Loans and Delayed Draw Term Loans on such Delayed Draw Funding Date will participate proportionately in each then outstanding Borrowing of Initial Term Loans (after giving effect to the incurrence of such Delayed Draw Term Loans).

Delayed Draw Term Loan. The Parent Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Parent Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”)borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Parent Borrower, the Administrative Agent shall promptly notify each Delayed Draw Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Closing Date, each Delayed Draw Term Loan Lender will make available to the Administrative Agent for the account of the BorrowerParent Borrower (on behalf of the Borrowers), at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Delayed Draw Term Loan Lender on the Delayed Draw Funding Closing Date. The Borrower Borrowers hereby irrevocably authorizes authorize the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Parent Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loan.

Delayed Draw Term Loan. The Parent Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Term SOFR Loan (provided that the Parent Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”)borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Term SOFR Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Term SOFR Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Term SOFR Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Parent Borrower, the Administrative Agent shall promptly notify each Delayed Draw Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Closing Date, each Delayed Draw Term Loan Lender will make available to the Administrative Agent for the account of the BorrowerParent Borrower (on behalf of the Borrowers), at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Delayed Draw Term Loan Lender on the Delayed Draw Funding Closing Date. The Borrower Borrowers hereby irrevocably authorizes authorize the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Parent Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loan.

Delayed Draw Term Loan. The Subject to the terms and conditions set forth herein, the Borrower shall give may request up to one (1) additional funding of the Administrative Agent an irrevocable Notice Term Loan during the Commitment Period, but only to the extent the Term Loan Committed Amount exceeds the aggregate amount of Borrowing prior to 11:00 a.m. (i) the Term Loan funded on the same Business Day as each Base Rate Loan Closing Date and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered subject to the Administrative Agent a letter other terms and conditions contained or referenced in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in this Section 5.9 of this Agreement), of its intention to borrow, specifying (A2.2(e) the date of such borrowing (the “Delayed Draw Funding DateTerm Loan”). Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, which shall be each Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Delayed Draw Date, such Term Loan Lender’s Term Loan Commitment Percentage of a Business Day, (B) term loan in Dollars in the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount set forth in the applicable Notice of $3,000,000 or a whole multiple of $1,000,000 Borrowing delivered to the Administrative Agent, but in no event in excess thereof, (y) with respect to LIBOR Rate Loans in an of the difference of the Term Loan Committed Amount less the aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in Term Loan funded on the case of a LIBOR Rate Loan, the duration of the Interest Period applicable theretoClosing Date; provided, however, that notwithstanding the foregoing, no Term Lender shall have any obligation to make any Delayed Draw Term Loan that together with the sum of such Term Lender’s Closing Date Term Loan would exceed the product of such Lender’s Term Loan Commitment Percentage and the Term Loan Committed Amount. The following terms and conditions shall apply to the Delayed Draw Term Loan: (i) the Delayed Draw Term Loan shall be made in one drawing a Term Loan hereunder and shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on the a pari passu basis, (ii) no Delayed Draw Funding Date. Upon receipt of such Term Loan shall be made if at the time the Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available Delivery with respect thereto is delivered to the Administrative Agent for the account of the Borrower, or at the Administrative Agent’s Office in immediately available funds, the amount of time such Delayed Draw Term Loan is supposed to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse a Default or Event of Default has occurred and is continuing; (iii) the proceeds of the Delayed Draw Term Loan shall be used for the purposes specified in immediately available funds by wire transfer Section 3.11; (iv) prior to such Person or Persons as may be designated by simultaneous with the advance of the Delayed Draw Term Loan, the Borrower in writing; provided that shall enter into Hedging Agreements to hedge 100% of the extent the proceeds amount of the Delayed Draw Term Loan funded on in accordance with Section 5.13; (v) prior to or simultaneous with the advance of the Delayed Draw Funding DateTerm Loan, together with the Cash Contribution, exceed an amount equal to Borrower shall pay the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment Origination Fee with respect to the Delayed Draw Term Loan; (vi) prior to or simultaneous with the advance of the Delayed Draw Term Loan, the Borrower shall deposit into the Interest Reserve Account the amount required pursuant to Section 2.6; and (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied.

Delayed Draw Term Loan. The Borrower shall give repay the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate outstanding principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan on the last Business Day of each Fiscal Quarter, commencing with the first (1st) Fiscal Quarter ending March 31,of 2019, in immediately available funds by wire transfer each case, in an amount equal to such Person or Persons as may be designated by one and one-quarter percent (1.25%) of the Borrower in writing; provided that to the extent the proceeds outstanding principal amount of the Delayed Draw Term Loan funded on as of March 31,the last day of the first (1st) Fiscal Quarter of 2019 (subject to adjustment for Delayed Draw Term Loan Borrowings during the First Extension Period and the Second Extension Period, as described below); provided, that, (xi) the Borrower shall repay any advances under the Delayed Draw Funding Date, together Term Loan made during the First Extension Period commencing with the Cash Contributionfirst (1st) full Fiscal Quarter ending after the First Extended DDTL Availability Expiration Date in each case, exceed in an amount equal to the Cash Percentage one and one-quarter percent (1.25%) of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the outstanding principal amount of each such Delayed Draw Term Loan owing hereunder as of the First Extended DDTL Availability Expiration Date, and (yii) the Borrower shall be repay any advances under the Delayed Draw Term Loan made during the Second Extension Period commencing with the first (1st) full Fiscal Quarter ending after the Second Extended DDTL Availability Expiration Date, in each case, in an amount equal to 100% one and one-quarter percent (1.25%) of the applicable Lender’s outstanding principal amount of each such Delayed Draw Term Loan Commitment as of the Second Extended DDTL Availability Expiration Date (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), with respect to the then Outstanding Amount of the Delayed Draw Term Loan.Loan due on the Term Loan Maturity Date

Delayed Draw Term Loan. The (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, ​ agrees to make available to the Borrower shall give (through the Administrative Agent an irrevocable Notice of Borrowing prior Agent), to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that extent requested by the Borrower has delivered pursuant to the Administrative Agent clause (b)(ii)(A) below, such Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a letter term loan in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing Dollars (the “Delayed Draw Funding DateTerm Loan”), which shall be a Business Day, (B) in the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of up to ONE HUNDRED FIFTY MILLION DOLLARS ($3,000,000 or a whole multiple of $1,000,000 in excess thereof, 150,000,000) (ythe “Delayed Draw Term Loan Committed Amount”) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether for the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable theretopurposes hereinafter set forth; provided, provided that the Delayed Draw Term Loan shall only be made available to the Borrower (1) in one drawing on three (3) draws during the Delayed Draw Funding Date. Upon receipt Availability Period each in a minimum aggregate amount of such Notice $10,000,000 and in integral multiples of Borrowing from $1,000,000 in excess thereof (or the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account remaining amount of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan Committed Amount, if less) and (2) to be made the extent the conditions contained in Section 4.2 are satisfied. Upon receipt by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse of the proceeds of the Delayed Draw Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in immediately available like funds as received by wire transfer the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Delayed Draw Term Loan may consist of Alternate Base Rate Loans or SOFR Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to such Person Delayed Draw Funding Date. SOFR Loans and Alternate Base Rate Loans shall be made by each Term Loan Lender at its Domestic Lending Office. Amounts repaid or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of prepaid on the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall may not be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loanreborrowed.

Delayed Draw Term Loan. The Borrower shall give (a) On the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as Effective Date, each Base Rate Loan Lender party hereto shall, severally and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered to the Administrative Agent not jointly, make a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which Term Loan equal to such Lender’s Delayed Draw Term Loan Commitment Percentage of $4,260,000.00. The Effective Date shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available Date with respect to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan Loan. This Amendment shall be deemed to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower Term Loan Request required pursuant to Section 2.1(b)(ii) of the Loan Agreement and Agent and Lenders hereby irrevocably authorizes agree that (i) this Amendment satisfies the Administrative Agent to disburse notice requirements set forth in Section 2.1(b)(ii) of the Loan Agreement, (ii) notwithstanding anything set forth in Section 2.1(b)(ii) of the Loan Agreement, the proceeds of the Delayed Draw Term Loan advanced pursuant hereto shall be used to repay in immediately available funds by wire transfer to such Person or Persons as may be designated full all obligations and liabilities owing by the Borrower in writing; provided that Credit Parties to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding DateUSDM Holdings, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable Inc. (other than the “Excess Term Loan Proceeds”Surviving Covenants and Obligations” as defined therein), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment including without limitation, all obligations with respect to the Delayed Draw Term LoanCommon Units Redemption, the Preferred A Redemption, the Preferred B Redemption and all obligations owing pursuant to the Redemption Agreement, and (iii) on the Effective Date and after giving effect to the waiver of the Existing Defaults set forth in Section 6 hereof, each of the conditions precedent set forth in Sections 8.2(a), (b), (g) and (h) of the Loan Agreement are deemed to have been satisfied.

Delayed Draw Term Loan. The Borrower shall give the Administrative Agent deliver an irrevocable Notice of Borrowing prior to 11:00 a.m. the Administrative Agent not later than 12:00 p.m. (i) on the same Business Day as each for a Base Rate Loan and (ii) at least three (3) Business Days before each a LIBOR Rate Loan (provided that the Borrower has delivered or such shorter period of time as may be agreed to by the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreementapplicable Term Loan Lenders), of its intention to borrowborrow the Delayed Draw Term Loan, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are Delayed Draw Term Loan is to be LIBOR Rate Loans or Base Rate Loans, and (DE) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such A Notice of Borrowing from received after 12:00 p.m. shall be deemed received on the Borrower, the next Business Day. The Administrative Agent shall promptly notify each the Term Loan Lender thereofLenders of such Notice of Borrowing. Not later than 1:00 2:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender with a Delayed Draw Term Loan Commitment will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons the Borrower as may be designated directed by the Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loan.