Common use of Delayed Draw Term Loan Clause in Contracts

Delayed Draw Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Delayed Draw Term Loan Lender severally agrees to make available to the Company and the Subsidiary Borrowers (as directed by the Company)(through the Administrative Agent) on each Delayed Draw Funding Date, in accordance with Section 2.3(b) below, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a term loan in Dollars (the “Delayed Draw Term Loan”) in the aggregate principal amount after giving effect to all Delayed Draw Term Loan borrowings of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (the “Delayed Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided, however, that on the Effective Date and on the three business days following the Effective Date, the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective Date. LIBOR Rate Loans shall be made by each Delayed Draw Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on a Delayed Draw Term Loan borrowing may not be reborrowed.

Delayed Draw Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties 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 make available to the Company and the Subsidiary Borrowers term loans (as directed by the Company)(through the Administrative Agent) on each a “Delayed Draw Funding DateTerm Loan” and collectively, in accordance with Section 2.3(bthe “Delayed Draw Term Loans”) below, such to Borrower from time to time from the Restatement Effective Date until the Delayed Draw Term Loan 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 Lender’s Delayed Draw Term Loan Commitment Percentage Commitment. The aggregate principal amount of a term loan in Dollars (the “Delayed Draw Term Loan”Loans (based on initial principal amount) in the aggregate principal amount after giving effect to all Delayed Draw Term Loan borrowings of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (the “Delayed Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided, however, that on the Effective Date and on the three business days following the Effective Date, shall not exceed the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective DateAmount. LIBOR Rate Loans shall be made by each The Delayed Draw Term Loan Commitment of each Lender at its LIBOR Lending Office shall (x) automatically and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on permanently be reduced to the extent that such Lender makes a Delayed Draw Term Loan borrowing to Borrower, and (y) automatically and permanently be reduced to zero on the Delayed Draw Term Loan Commitment Expiration Date. Each Delayed Draw Term Loan 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 the Delayed Draw Term Loans that is repaid or prepaid may not be reborrowed.. 137020431v13

Delayed Draw Term Loan. Subject During the Delayed Draw Term Loan Availability Period, but subject to the terms and conditions hereof of this Agreement and in reliance upon the representations and warranties set forth of the Credit Parties contained herein, each Lender having a Delayed Draw Term Loan Lender Commitment severally and not jointly agrees to make available to the Company and the Subsidiary Borrowers (as directed by the Company)(through the Administrative Agent) on each its Applicable Percentage of Delayed Draw Funding Date, Term Loans as requested by Borrowers in accordance with Section 2.3(b) below, such 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 Lender’s Delayed Draw Term Loan Commitment Percentage of a term loan in Dollars Commitment, or (the “ii) such Lender’s Applicable Delayed Draw Term Loan”Percentage of (A) in the aggregate principal amount after giving effect Borrowing Base (based upon the Borrowing Base Certificate delivered by the Borrower Representative to all Delayed Draw Term Loan borrowings the Administrative Agent on the date of up to TWO HUNDRED FIFTY MILLION DOLLARS such Borrowing) less ($250,000,000B) (the “Delayed Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may requestTotal Outstandings; provided, however, that on the Effective Date and on the three business days following the Effective Dateafter giving effect to any Delayed Draw Term Borrowing, 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 may only consist of Alternate Base Rate Loans shall be funded unless the Company delivers a funding indemnity letter reasonably acceptable to following terms and conditions are satisfied or waived in writing by the Administrative Agent not less than three (3) Business Days prior to the Effective Date. LIBOR Rate Loans shall be made by in its sole discretion with each Delayed Draw Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on a Delayed Draw Term Loan borrowing may not be reborrowed.Borrowing:

Delayed Draw Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Delayed Draw Term Loan Lender severally agrees to make available to the Company and the Subsidiary Borrowers (as directed by the Company)(through the Administrative Agent) on each Delayed Draw Funding Date, in accordance with Section 2.3(b) below, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a term loan in Dollars (the “Delayed Draw Term Loan”) in the aggregate principal amount after giving effect to all Delayed Draw Term Loan borrowings of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (the “Delayed Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided, however, that on the Effective Date and on the three business days (3) Business Days following the Effective Date, the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective Date. LIBOR Rate Loans shall be made by each Delayed Draw Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on a Delayed Draw Term Loan borrowing may not be reborrowed.

Delayed Draw Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Delayed Draw Term Loan Lender severally agrees to make available to the Company and the Subsidiary Borrowers Borrower (as directed by the Company)(through through the Administrative Agent) on each Delayed Draw Funding Date, in accordance with Section 2.3(bclause (C) below, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a term loan in Dollars (the each a “Delayed Draw Term Loan”) in the aggregate principal amount after giving effect to all Delayed Draw Term Loan borrowings of up to TWO ONE HUNDRED FIFTY MILLION DOLLARS ($250,000,000100,000,000) (the “Delayed Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company Borrower may request; provided, however, that on the Effective Closing Date and on for the three business days two (2) Business Days following the Effective Closing Date, the a Delayed Draw Term Loan may borrowing shall only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective Date. LIBOR Rate Loans shall be made by each Delayed Draw Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending OfficeLoans. Amounts repaid or prepaid on a Delayed Draw Term Loan borrowing may not be reborrowed.

Delayed Draw Term Loan. Subject 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 Delayed Draw Term Loan Lender severally severally, but not jointly, agrees to make available to the Company and the Subsidiary Borrowers (as directed by the Company)(through through the Administrative Agent) on each Delayed Draw Funding Datefrom time to time, in accordance with Section 2.3(bclause (b)(i)(C) below, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a term loan in Dollars (the each, a “Delayed Draw Term Loan”) in the aggregate principal amount amount, after giving effect to all Delayed Draw Term Loan borrowings borrowings, of up to TWENTY TWO MILLION EIGHT HUNDRED FIFTY MILLION NINETEEN THOUSAND SIX HUNDRED EIGHTY THREE DOLLARS AND SIXTY CENTS ($250,000,000) 22,819,683.60), which amount shall not exceed the maximum aggregate Allocated Term Loan Amount for the future fundings approved by the Administrative Agent in its discretion on Term Loan Collateral identified on Schedule 1-B to the Fee Letter (the “Delayed Draw Term Loan Committed Amount”) ), for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company Borrower may request; provided, however, that on the Effective Date and on the three business days following the Effective Date, the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective Date. LIBOR Rate Loans shall be made by each Delayed Draw Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on a Delayed Draw Term Loan borrowing may not be reborrowed. (i) Delayed Draw Term Loan Borrowings.

Delayed Draw Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties 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 make available to the Company and the Subsidiary Borrowers term loans (as directed by the Company)(through the Administrative Agent) on each a “Delayed Draw Funding DateTerm Loan” and collectively, in accordance with Section 2.3(bthe “Delayed Draw Term Loans”) below, such to Borrower from time to time from the Restatement Effective Date until the Delayed Draw Term Loan 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 Lender’s Delayed Draw Term Loan Commitment Percentage Commitment. The aggregate principal amount of a term loan in Dollars (the “Delayed Draw Term Loan”Loans (based on initial principal amount) in the aggregate principal amount after giving effect to all Delayed Draw Term Loan borrowings of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (the “Delayed Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided, however, that on the Effective Date and on the three business days following the Effective Date, shall not exceed the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective DateAmount. LIBOR Rate Loans shall be made by each The Delayed Draw Term Loan Commitment of each Lender at its LIBOR Lending Office shall (x) automatically and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on permanently be reduced to the extent that such Lender makes a Delayed Draw Term Loan borrowing to Borrower, and (y) automatically and permanently be reduced to zero on the Delayed Draw Term Loan Commitment Expiration Date. Each Delayed Draw Term Loan 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 the Delayed Draw Term Loans that is repaid or prepaid may not be reborrowed.

Delayed Draw Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Delayed Draw Term Loan Lender severally agrees to make available fund its Pro Rata Share of a term loan to the Company and Borrower Representative on behalf of the Subsidiary Borrowers (as directed by the Company)(through “Delayed – Draw Term Loan,” and together with the Administrative AgentInitial Term Loan, the “Term Loans”) on each during the Delayed – Draw Funding Date, Term Loan Availability Period in accordance with Section 2.3(b) below, an aggregate amount not to exceed such Delayed Draw Term Loan Lender’s Delayed – Draw Term Loan Commitment Percentage of a term loan in Dollars (the “Delayed Draw Term Loan”) in the aggregate principal amount Commitment; provided, that after giving effect to all any Borrowing under the Delayed – Draw Term Loan, the outstanding amount of the Delayed – Draw Term Loan borrowings of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (shall not exceed the “total Delayed – Draw Term Loan Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided, however, that on the Effective Date and on the three business days following the Effective Date, the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective Date. LIBOR Rate Loans shall be made by each Delayed Draw Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending OfficeCommitments. Amounts repaid or prepaid on a the Delayed – Draw Term Loan borrowing may not be reborrowedre-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.