Common use of Delayed Draw Term Loan Clause in Contracts

Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to fund its Pro Rata Share of a term loan to the Borrower Representative on behalf of the Borrowers (the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) during the Delayed – Draw Term Loan Availability Period in an aggregate amount not to exceed such Term Loan Lender’s Delayed – Draw Term Loan Commitment; provided, that after giving effect to any Borrowing under the Delayed – Draw Term Loan, the outstanding amount of the Delayed – Draw Term Loan shall not exceed the total Delayed – Draw Term Loan Commitments. Amounts repaid or prepaid on the Delayed – Draw Term Loan may not be re-borrowed. The Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans shall be in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof and may include funding for one or more Permitted Acquisitions occurring on or prior to the date thereof.

Delayed Draw Term Loan. Subject to the terms and conditions set forth of this Agreement, including the satisfaction (or waiver) of all conditions precedent specified in Section 3.2, and in reliance upon the representations and warranties of the Loan Parties contained herein, each during the Delayed Draw Availability Period, the Lenders with Delayed Draw Commitments agree (severally, not jointly or jointly and severally) to make a single term loan advance on the Delayed Draw Funding Date in an amount equal to Seventeen Million Dollars ($17,000,000) to the Borrower, provided that in no event shall such Lender be required to make a Delayed Draw Term Loan Lender severally agrees in excess of its unused Delayed Draw Commitment as in effect immediately prior to fund its Pro Rata Share of a term loan to the Borrower Representative on behalf of the Borrowers (the “such Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) during the Delayed – Draw Term Loan Availability Period in an aggregate amount not to exceed such Term Loan Lender’s Delayed – Draw Term Loan Commitment; provided, that after giving effect to any Borrowing . The Borrower may make only one borrowing under the Delayed – Draw Term Loan, the outstanding amount of the Delayed – Draw Term Loan shall not exceed the total Delayed – Draw Term Loan CommitmentsCommitment. Amounts borrowed pursuant to this Section 2.1(b) and subsequently repaid or prepaid on the Delayed – Draw Term Loan may not be re-borrowedreborrowed. The Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during All amounts owed hereunder with respect to the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans shall be paid in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof full. Each Lender’s Delayed Draw Commitment shall terminate immediately and may include funding for one or more Permitted Acquisitions occurring without further action on or prior the Delayed Draw Funding Date after giving effect to the date thereoffunding of such Lender’s Delayed Draw Commitment on such date. Each Lender’s Delayed Draw Commitment shall terminate and be permanently reduced immediately and without further action on the Delayed Draw Commitment Termination Date.

Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, including the terms and conditions of Section 4.02, each Term Loan Lender severally agrees to fund its Pro Rata Share of a term loan to the Borrower Representative make, on behalf of the Borrowers (the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) during or before the Delayed – Draw Commitment Termination Date, a Delayed Draw Term Loan Availability Period to Borrower in an aggregate amount not equal to exceed such Term Loan Lender’s Delayed – Draw Term Loan Commitment; provided, that after giving effect to any Borrowing under the . The Delayed – Draw Term Loan, Loans are not revolving commitments and Borrower shall have no right to re-borrow any amounts repaid hereunder. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the outstanding amount earlier to occur of (i) the making of the Delayed – Draw Term Loan by such Lender, and (ii) the Delayed Draw Commitment Termination Date. The aggregate amount all Delayed Draw Term Loans shall not exceed the total Total Delayed – Draw Closing Date Commitment and the aggregate amount of the Initial Term Loan Commitments. Amounts repaid or prepaid on Loans and the Delayed – Draw Term Loan may not be re-borrowed. The Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans shall be in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof and may include funding for one or more Permitted Acquisitions occurring on or prior to not exceed the date thereofTotal Closing Date Commitment.

Delayed Draw Term Loan. Subject to the terms and conditions set forth hereinof this Agreement, each Lender with a Delayed Draw Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to fund its Pro Rata Share of make term loans (each a term loan to the Borrower Representative on behalf of the Borrowers (“Delayed Draw Term Loan” and collectively, the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) during to Borrower from time to time from the Restatement Effective Date until the Delayed – Draw Term Loan Availability Period Commitment Expiration Date, or until the earlier reduction of its Delayed Draw Term Loan Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Term Loan Lender’s Delayed – Draw Term Loan Commitment; provided, that after giving effect to any Borrowing under the Delayed – Draw Term Loan, the outstanding . The aggregate principal amount of the Delayed – Draw Term Loan Loans (based on initial principal amount) shall not exceed the total Delayed – Draw Term Loan CommitmentsAmount. Amounts repaid or prepaid The Delayed Draw Term Loan Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Delayed Draw Term Loan to Borrower, and (y) automatically and permanently be reduced to zero on the Delayed – Draw Term Loan may not be re-borrowedCommitment Expiration Date. The Each Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans requested by Borrower pursuant to this Section 2.2(a) shall be in a minimum amount of $2,500,000, and in integral multiples of $500,000 in excess thereof. Any principal amount of $2,000,000 the Delayed Draw Term Loans that is repaid or a whole multiple of $100,000 in excess thereof and prepaid may include funding for one or more Permitted Acquisitions occurring on or prior to the date thereof.not be reborrowed. 137020431v13

Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to fund its Pro Rata Share of a term loan make to the Borrower Representative on behalf Borrowers a Delayed Draw Term Loan denominated in DOC ID - 36220401.1 Dollars (the date of the Borrowers (such advance, the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term LoansFunding Date”) during the Delayed – Draw Term Loan Availability Period Period, in an aggregate principal amount not to exceed the amount of such Term Loan Lender’s Delayed – Draw Term Loan Commitment; provided, that after giving effect to any Borrowing under the Delayed – Draw Term Loan, the outstanding amount of the Delayed – Draw Term Loan shall not exceed the total Delayed – Draw Term Loan Commitments. Amounts borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(b) and repaid or prepaid on the Delayed – Draw Term Loan may not be re-borrowedreborrowed. The Subject to the immediately succeeding sentence, Delayed – Draw Term Loan Loans may consist of be Base Rate Loans or LIBOR Rate Loans, as further provided herein. No more than eight (8) Notwithstanding anything to the contrary contained herein, on the Delayed - Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loan Borrowings may be made during Loans hereunder, the outstanding principal amount of all Delayed - Draw Term Loan Availability Period. Each Borrowing 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 a principal amount each then outstanding Borrowing of $2,000,000 or a whole multiple of $100,000 in excess thereof and may include funding for one or more Permitted Acquisitions occurring on or prior Initial Term Loans (after giving effect to the date thereofincurrence of such Delayed Draw Term Loans).

Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to fund its Pro Rata Share of a term loan to the Borrower Representative on behalf of the Borrowers (the “Delayed – — Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) during the Delayed – — Draw Term Loan Availability Period in an aggregate amount not to exceed such Term Loan Lender’s Delayed – — Draw Term Loan Commitment; provided, that after giving effect to any Borrowing under the Delayed – — Draw Term Loan, the outstanding amount of the Delayed – — Draw Term Loan shall not exceed the total Delayed – — Draw Term Loan Commitments. Amounts repaid or prepaid on the Delayed – — Draw Term Loan may not be re-borrowed. The Delayed – — Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans shall be in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof and may include funding for one or more Permitted Acquisitions occurring on or prior to the date thereof.

Delayed Draw Term Loan. Subject to the terms and conditions hereof (including without limitation the conditions in Section 3.2) and in reliance upon the representations and warranties set forth herein, each Delayed Draw Term Loan Lender severally agrees to fund its Pro Rata Share of make term loans (each, a term loan “Delayed Draw Term Loan”) to the Borrower Representative on behalf of the Borrowers (the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) from time to time during the Delayed – Draw Term Loan Availability Period in an aggregate amount up to its Pro Rata Share of the Delayed Draw Term Loan Commitments, but not to exceed such exceeding its Delayed Draw Term Loan Commitment. The amount of each Delayed Draw Term Loan Lender’s Delayed – Draw Term Loan Commitment; providedCommitment as of the Closing Date is set forth opposite its name on Schedule 2.1 hereto, that after giving effect to any Borrowing under and the Delayed – Draw Term Loan, the outstanding aggregate amount of the Delayed – Draw Term Loan shall not exceed Commitments is as set forth on Schedule 2.1; provided that the total Delayed – Draw Term Loan Commitments. Amounts repaid or prepaid on Commitments of the applicable Delayed – Draw Term Loan may not Lenders shall be re-borrowed. The adjusted to give effect to any assignments of such Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Lender’s Delayed - Draw Term Loan Borrowings may be made during 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. Each Borrowing , and no advances of Delayed - Draw Term Loans shall be in a principal amount made after such date. Proceeds of $2,000,000 the Delayed Draw Term Loans borrowed under this Section 2.1.A(ii) and subsequently repaid or a whole multiple of $100,000 in excess thereof and prepaid may include funding for one or more Permitted Acquisitions occurring on or prior to the date thereofnot be reborrowed.

Delayed Draw Term Loan. Subject to the terms and conditions set forth hereinof this Agreement, each Lender with a Delayed Draw Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to fund its Pro Rata Share of make term loans (each a term loan to the Borrower Representative on behalf of the Borrowers (“Delayed Draw Term Loan” and collectively, the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) during to Borrower from time to time from the Restatement Effective Date until the Delayed – Draw Term Loan Availability Period Commitment Expiration Date, or until the earlier reduction of its Delayed Draw Term Loan Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Term Loan Lender’s Delayed – Draw Term Loan Commitment; provided, that after giving effect to any Borrowing under the Delayed – Draw Term Loan, the outstanding . The aggregate principal amount of the Delayed – Draw Term Loan Loans (based on initial principal amount) shall not exceed the total Delayed – Draw Term Loan CommitmentsAmount. Amounts repaid or prepaid The Delayed Draw Term Loan Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Delayed Draw Term Loan to Borrower, and (y) automatically and permanently be reduced to zero on the Delayed – Draw Term Loan may not be re-borrowedCommitment Expiration Date. The Each Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans requested by Borrower pursuant to this Section 2.2(a) shall be in a minimum amount of $2,500,000, and in integral multiples of $500,000 in excess thereof. Any principal amount of $2,000,000 the Delayed Draw Term Loans that is repaid or a whole multiple of $100,000 in excess thereof and prepaid may include funding for one or more Permitted Acquisitions occurring on or prior to the date thereofnot be reborrowed.

Delayed Draw Term Loan. Subject During the Delayed Draw Term Loan Availability Period, but subject to the terms and conditions set forth of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender having a Delayed Draw Term Loan Lender Commitment severally and not jointly agrees to fund make its Pro Rata Share Applicable Percentage of a term loan to the Borrower Representative on behalf of the Borrowers (the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) Loans as requested by Borrowers in one or more drawings during the Delayed – Draw Term Loan Availability Period in an aggregate amount not to exceed at any time outstanding the lesser of (i) the amount of such Term Loan Lender’s Delayed – Draw Term Loan Commitment, or (ii) such Lender’s Applicable Delayed Draw Term Percentage of (A) the Borrowing Base (based upon the Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent on the date of such Borrowing) less (B) the Total Outstandings; provided, however, that after giving effect to any Borrowing under the Delayed – Draw Term LoanBorrowing, the outstanding amount of the Total Outstandings shall not exceed Overall Excess Availability. Amounts borrowed under this Section 2.01(b) and repaid may not be reborrowed. No Delayed – Draw Term Loan shall not exceed be funded unless the total following terms and conditions are satisfied or waived in writing by the Administrative Agent in its sole discretion with each Delayed – Draw Term Loan Commitments. Amounts repaid or prepaid on the Delayed – Draw Term Loan may not be re-borrowed. The Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans shall be in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof and may include funding for one or more Permitted Acquisitions occurring on or prior to the date thereof.Borrowing: