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 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) From the date of such borrowing period commencing on the day immediately following the Closing Date through and including September 14, 2019 (the “Delayed Draw Funding Term Loan Commitment Termination Date”), which Borrowers may request from time to time that the Lender make a delayed draw term loan (each funding thereof, a “Delayed Draw Term Loan”) in an original principal amount not to exceed the then unfunded amount of the Lender’s Delayed Draw Term Loan Commitment. When repaid, the repaid portion of the Delayed Draw Term Loan shall not be a Business Day, re-borrowed. (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 Each Delayed Draw Term Loan shall be made in one drawing on the Lender’s sole discretion upon receipt of a request thereof from the Borrowers to the Lender at the address specified herein, provided, that (I) immediately before and after giving effect to the funding of each Delayed Draw Funding DateTerm Loan, no Default or Event of Default shall have occurred and be continuing, (II) the representations and warranties herein shall be true and correct in all material respects, and (III) the Lender shall have received all other documents and approvals (including any internal approvals) necessary or advisable (in the sole discretion of the Lender) in making any such Delayed Draw Term Loan. Upon receipt Notices of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not borrowing under this Section 2.01(a)(ii) must be given no later than 1:00 p.m. on New York time at least five (5) Business Days prior to 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 date of such borrowing. The Lender’s Delayed Draw Term Loan to Commitment shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by such the Lender, and any remaining unfunded Delayed Draw Term Loan Commitments of Lender shall terminate 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 Commitment Termination Date. Any funded 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 deemed a “Term Loan” for all purposes of this Agreement; it being agreed that the . (C) The aggregate original principal amount of each Delayed Draw Term Loan owing hereunder Loans requested by the Borrowers shall be an in a minimum amount equal to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loan$1,000,000 and shall be in integrals of $1,000,000 in excess thereof.

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 During 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 Availability Period, but 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)Agreement and in reliance upon the representations and warranties of the Obligors contained herein, each US Term Lender having a Delayed Draw Commitment severally and not jointly agrees to make its Delayed Draw Commitment Percentage of its intention to borrowadditional US Term Loans as requested by Borrowers (such term loans, specifying (A) the date of such borrowing (the “Delayed Draw Funding DateTerm Loan”), which ) in a single drawing during the Availability Period in an aggregate amount not to exceed the aggregate Delayed Draw Commitments. No US Term Lender shall be have any obligation to make a Business Day, (B) Delayed Draw Term Loan in excess of the amount of such borrowing, which US Term Lender’s Delayed Draw Commitment. Amounts borrowed under this Section 2.1.7 and repaid may not be reborrowed. The Delayed Draw Term Loan shall be, (x) with be funded and repaid in Dollars. 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 Delayed Draw Term Loan, the duration US Borrower Agent shall provide Agent with an executed Notice of Borrowing at least ten (10) Business Days prior to the Interest Period applicable thereto; provided, date that the Delayed Draw Term Loan is requested to be funded to the US Borrowers. The minimum amount of the requested Delayed Draw Term Loan shall be made $1,000,000 and shall in one drawing on no event be greater than the aggregate Delayed Draw Commitments. The Delayed Draw Term Loan shall not be funded unless the following terms and conditions are satisfied or waived: (a) each of the conditions set forth in Section 6.1 shall have been satisfied as of, and on, the funding date of the Delayed Draw Funding Date. Upon receipt Term Loan; (b) no Default or Event of such Notice of Borrowing Default shall have occurred and be continuing or would result 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 funding date of the Delayed Draw Funding DateTerm Loan; (c) the Borrowers shall have provided the Agent with a current Term Borrowing Base Certificate and ABL US Borrowing Base Certificate each prepared as of a date acceptable to the Agent reflecting the funding of the Delayed Draw Term Loan and, on the funding date of the Delayed Draw Term Loan, after giving effect thereto, the Aggregate US Exposure shall not exceed US Maximum Borrowing Availability; (d) both before and immediately after the funding of the Delayed Draw Term Loan, the representations and warranties made by the Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date), provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects; and (e) if requested by a Lender, Borrowers shall deliver promissory note(s) (or a restated promissory note) to such Lender, evidencing its Term Loans (including the Delayed Draw Term Loan made by such Lender). The Borrower hereby irrevocably authorizes request by the Administrative Agent to disburse Borrowers and acceptance by the Borrowers of the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer shall be deemed to such Person or Persons constitute, as may be designated of the date of the funding of the Delayed Draw Term Loan, (i) a representation and warranty by the Borrower Borrowers that the conditions in writing; provided that this Section 2.1.7 are satisfied and (ii) a reaffirmation by each Obligor of the granting and continuance of the Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the extent the proceeds Loan Documents. Upon each US Lender’s making of the Delayed Draw Term Loan funded on the funding date thereof, the Delayed Draw Funding Date, together with Commitment of such US Lender shall automatically be terminated. All references in this Agreement and the Cash Contribution, exceed an amount equal other Loan Documents 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 (“Term Loan”, “Term Loans”, the “Excess US Term Loan Proceeds”), such Excess Loan” or the “US Term Loan Proceeds Loans” shall be funded directly into deemed, unless the Escrow Account context otherwise requires, to mean, and include references to, both the US Term Loans described in accordance with Section 2.1.1 and the Escrow Agreement; it being agreed that the principal amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal made pursuant to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loanthis Agreement.

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 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 terms and conditions hereof (including without limitation the conditions in form Section 3.2) and substance reasonably satisfactory to in reliance upon the Administrative Agent indemnifying the Lenders in the manner representations and warranties set forth in Section 5.9 of this Agreement)herein, of its intention each Delayed Draw Term Loan Lender severally agrees to borrowmake term loans (each, specifying (A) the date of such borrowing (the a “Delayed Draw Funding DateTerm Loan”), which shall be a Business Day, (B) to the amount of such borrowing, which shall be, (x) with respect Borrower from time 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 time during the Delayed Draw Term Loan shall be made Availability Period 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 an aggregate amount up 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 its 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 of the Commitments, but not exceeding its 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 Commitment. The amount of each Delayed Draw Term Loan owing hereunder shall be an amount equal to 100% of the applicable Lender’s Delayed Draw Term Loan Commitment with respect to as of the Closing Date is set forth opposite its name on Schedule 2.1 hereto, and the aggregate amount of the Delayed Draw Term LoanLoan Commitments is as set forth on Schedule 2.1; provided that the Delayed Draw Term Loan Commitments of the applicable Delayed Draw Term Loan Lenders shall be adjusted to give effect to any assignments of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitments pursuant to Section 9.1; and provided, further that the amount of the Delayed Draw Term Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.5. Each Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitments shall expire immediately and without further action at the expiration of the Delayed Draw Term Loan Availability Period, and no advances of Delayed Draw Term Loans shall be made after such date. Proceeds of the Delayed Draw Term Loans borrowed under this Section 2.1.A(ii) and subsequently repaid or prepaid may not be reborrowed.

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. (ia) 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 Administrative Borrower during the amount term of such borrowing, which shall be, (x) with respect this Agreement 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 in Dollars to US Borrowers (each such advance a "Delayed Term Loan Lender on Draw" and collectively, the "Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent Term Loan") 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 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 $2,500,000, and, in any event, shall be in an amount equal which is an integral multiple of $500,000, (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, and (c) the conditions precedent set forth in Section 3 shall have been satisfied. (b) A request for a Delayed Term Loan Draw shall be made in writing by an Authorized Person and delivered to Agent (such written request, a "Delayed Draw Term Loan Notice") and shall specify the amount of the requested Delayed Term Loan Draw, the Delayed Draw Term Loan Funding Date, and the target of the Permitted Acquisition that will be consummated with respect the proceeds of the requested Delayed Term Loan Draw concurrently upon receipt thereof. The Delayed Draw Term Loan Notice must be received by Agent no later than ten (10) Business Days prior to the Delayed Draw Term Loan Funding Date and shall be accompanied by such other documentation as Agent shall request in its Permitted Discretion. (c) The Delayed Draw Term Loan made hereunder shall constitute and shall be a part of the US Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents that secure the US Term Loan. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to funding of any Delayed Term Loan Draw.

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 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) Subject to the terms and conditions of this Agreement and relying on the same Business Day as representations and warranties set forth herein, each Base Rate Lender, during the Delayed Draw Term Loan Availability Period, severally and not jointly, agrees to provide its share of the Delayed Draw Term Loan to the Borrowers on the Delayed Draw Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Delayed Draw Term Loan Commitment. No Lender shall have an obligation to make a Delayed Draw Term Loan in excess of such Xxxxxx’s Delayed Draw Term Loan Commitment. (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that The Administrative Borrower may make one Borrowing under 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”)Term Loan. Subject to Section 3.03, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) all amounts owed hereunder 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 paid in one drawing full no later than the Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the Delayed Draw Funding Term Loan Commitment Termination Date. Upon receipt . (iii) Subject to the terms and conditions of such Notice of Borrowing from the Borrowerthis Agreement (including Section 6.02), the Administrative Agent Borrower 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 deliver 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 fully executed 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 Borrowing Notice no later than 5 p.m. (New York City time) at least one (1) Business Day in advance 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 Borrowing 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 . Any principal amount of each Delayed Draw the Term Loan owing hereunder shall Loans borrowed under Section 2.01(a), Section 2.01(b), Section 2.01(c) and Section 2.01(d) hereof and subsequently repaid or prepaid may not 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 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 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 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 1 and the Delayed Draw Term Loan 2 shall be available to Borrower in a single drawing of not less than $1,000,000 (or if the Delayed Draw Term Loan 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. (ii) The principal of the Delayed Draw Term Loan 1 shall be repaid in consecutive monthly installments, each in the principal amount equal to the result of (a) the original principal amount of the Delayed Draw Term Loan 1 divided by (b) the number of months remaining from the date the Delayed Draw Term Loan 1 was made until May 17, 2015. The outstanding unpaid principal balance and all accrued and unpaid interest on the Delayed Draw Funding DateTerm Loan 1 shall be due and payable on the earlier of (i) May 17, together 2015 and (ii) the date of the acceleration of the Delayed Draw Term Loan 1 in accordance with the Cash Contributionterms hereof. Any principal amount of the Delayed Draw Term Loan 1 that is repaid or prepaid may not be reborrowed. All principal of, exceed an interest on, and other amounts payable in respect of the Delayed Draw Term Loan 1 shall constitute Obligations hereunder. (iii) The principal of the Delayed Draw Term Loan 2 shall be repaid in consecutive monthly installments, each in the principal amount equal to the Cash Percentage result of (a) the original principal amount of the total Acquisition Consideration Delayed Draw Term Loan 2 divided by (b) the number of months remaining from the date the Delayed Draw Term Loan 2 was made until May 17, 2015. The outstanding unpaid principal balance and all accrued and unpaid interest on the Delayed Draw Term Loan 2 shall be due and payable on the earlier of (i) May 17, 2015 and (ii) the date of the acceleration of the Delayed Draw Term Loan 2 in accordance with the Tender Offer Document terms hereof. Any principal amount of the Delayed Draw Term Loan 2 that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable 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 to 100% of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loanconstitute Obligations hereunder.

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 (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 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 (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 (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 Until the Term Loan Maturity Date and 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 Borrowers (through the Administrative Agent) from time to time, in accordance with clause (C) below, such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (each, a “Delayed Draw Term Loan”) in the aggregate principal amount, after giving effect to all Delayed Draw Term Loan borrowings, of up to NINETY FOUR MILLION THREE HUNDRED EIGHTY-EIGHT THOUSAND SEVEN HUNDRED SEVENTY-NINE DOLLARS ($94,388,779.00), which amount shall give equal the maximum aggregate Allocated Term Loan Amount for the future fundings approved by the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) in its discretion on the same Business Day Term Loan Collateral 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 below (the “Delayed Draw Funding DateTerm Loan Committed Amount”), which shall be a Business Day, (B) for 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 purposes hereinafter set forth. A Delayed Draw Term Loan shall be made in one drawing borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from Closing Date and for the Borrower, two (2) Business Days following the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Closing 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 Term Loan Lender borrowing shall only consist of Alternate Base Rate Loans. Amounts repaid or prepaid on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the a Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may not be designated by the Borrower in writing; provided that to the extent the proceeds of the reborrowed. (i) 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 LoanBorrowings.

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. (ii) A request for a Delayed Term Loan Draw shall be made in writing by an Authorized Person and delivered to Agent (such written request, a “Delayed Draw Term Loan Notice”) and shall specify the amount of the requested Delayed Term Loan Draw, the Delayed Draw Term Loan Funding Date, and the target of the Permitted Acquisition that will be consummated with the proceeds of the requested Delayed Term Loan Draw concurrently upon receipt thereof. The Delayed Draw Term Loan Notice must be received by Agent no later than ten (10) Business Days prior to the Delayed Draw Term Loan Funding Date and shall be accompanied by such other documentation as Agent and/or any Lender with a Delayed Draw Term Loan Commitment shall request in its Permitted Discretion. (iii) The Delayed Draw Term Loan made hereunder shall constitute and shall be a part of the Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents that secure the Term Loan. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to funding of any Delayed Term Loan Draw. (iv) The principal of each Delayed Draw Term Loan shall be repaid as set forth in Section 2.2(a) as a part of the outstanding principal balance of the Term Loan.

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 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 DOC ID - 36220401.1 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 Rate 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 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 USDM Holdings, Inc. (other than the “Surviving Covenants and Obligations” as defined therein), including without limitation, all obligations with respect to the extent Common Units Redemption, the proceeds 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. (b) In accordance with Section 2.1(b)(iv) of the Loan Agreement, the Delayed Draw Term Loan funded advanced pursuant to this Amendment shall be payable, subject to acceleration upon the occurrence and during the continuance of an Event of Default under the Loan Agreement or termination of the Loan Agreement, and subject to the application of any prepayments in accordance with the terms of the Loan Agreement, in quarterly installments payable on the Delayed Draw Funding Date, together last day of each fiscal quarter in an amount equal to (x) commencing with the Cash Contributionfiscal quarter ending December 31, exceed 2022 through and including the fiscal quarter ending December 31, 2023, $26,250.00, and (y) commencing March 31, 2024 and continuing on the last day of each fiscal quarter thereafter, $52,500.00, with a final installment due at the end of the Term in an amount equal to the Cash Percentage of entire principal balance thereof. (c) Notwithstanding anything to the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted contrary contained in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”)Agreement, 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 after giving effect to the Delayed Draw Term Loan made on the Effective Date, the Delayed Draw Term Loan Maximum Amount shall be equal to $0 and Borrower shall not be permitted to request, and no Lender shall be obligated to make, any additional Delayed Draw Term Loan. (d) The Delayed Draw Term Loan advanced on the Effective Date shall be evidenced by a Delayed Draw Term Loan Note.

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.

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 writing by an Authorized Person and delivered to Lender (such written request, a "Delayed Draw Term Loan Notice") and shall specify the amount of the requested Delayed Draw Term Loan and the Delayed Draw Term Loan Funding Date. The Delayed Draw Term Loan Notice must be received by Lender no later than 11:00 a.m. on the third (3rd) Business Day prior to any Delayed Draw Term Loan Funding Date and be accompanied by such other documentation as Lender shall request in its Permitted Discretion. (b) The principal of the Delayed Draw Term Loan shall be repaid in consecutive monthly installments equal to (x) 1/60th of the original principal amount of the Delayed Draw Term Loan, each on the first Business Day of each month commencing with the first month after the funding of the Delayed Draw Term Loan. The outstanding unpaid principal balance and all accrued and unpaid interest 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. shall be due and payable on the proposed Delayed Draw Funding earlier of (i) the Maturity Date, each Term Loan Lender will make available to and (ii) the Administrative Agent for the account date 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 acceleration of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by accordance with the Borrower in writing; provided that to the extent the proceeds terms hereof. Any principal amount of the Delayed Draw Term Loan funded on the Delayed Draw Funding Datethat is repaid or prepaid may not be reborrowed. All principal of, together with the Cash Contributioninterest on, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration and other amounts 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% constitute Obligations hereunder. (s) Section 2.4(d) of the applicable Lender’s Term Loan Commitment with respect to the Delayed Draw Term Loan.Credit Agreement is hereby amended by inserting new clause (ii) therein as follows: