Common use of Delayed Draw Term Loans Generally Clause in Contracts

Delayed Draw Term Loans Generally. Subject to the satisfaction of the conditions in this Section 1.1(b) and this Agreement, (x) on the Fourth Amendment Effective Date, by no later than 12:00 PM New York City time on such day, each Fourth Amendment Delayed Draw Term Loan Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Fourth Amendment Delayed Draw Term Loan” and collectively, the “Fourth Amendment Delayed Draw Term Loans” in a principal amount equal to the Fourth Amendment Delayed Draw Term Loan Commitment of such Fourth Amendment Delayed Draw Term Loan Lender, and (y) upon not less than five (5) Business Days (or such shorter period as Agent may agree in its absolute discretion) after delivery by Borrower to Agent of a Delayed Draw Term Loan Borrowing Request by no later than 1:00 PM New York City time on such day, each Delayed Draw Term Loan Lender may, in its sole and absolute discretion, at any time prior to the Discretionary Delayed Draw Term Loan Commitment Expiration Date, lend to Borrower, in one or more advances (each such advance, a “Discretionary Delayed Draw Term Loan” and collectively, the “Discretionary Delayed Draw Term Loans”, and together with any Fourth Amendment Delayed Draw Term Loans, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”, and the Delayed Draw Term Loans, together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in a principal amount not to exceed the Discretionary Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender; provided further, that each Delayed Draw Term Loan shall be made on a pro rata basis based on the Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender as of the funding date of any Delayed Draw Term Loan relative to the aggregate amount of the Delayed Draw Term Loan Commitments of the other Delayed Draw Term Loan Lenders as of such funding date (or on such other basis as the Delayed Draw Term Loan Lenders all agree); provided further, that, notwithstanding anything to the contrary in the Loan Documents, each Delayed Draw Term Loan Lender shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of each Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided that each Delayed Draw Term Loan Lender shall provide to Agent any information reasonably requested by Agent regarding any Delayed Draw Term Loan made by a Delayed Draw Term Loan Lender. Xxxxxxxx agrees that each Delayed Draw Term Loan Lender may satisfy any amounts owing to such Lender under the Fee Letters, by deducting such amounts from the proceeds of any Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to Borrower. The Delayed Draw Term Loan Lenders shall make no more than three (3) Delayed Draw Term Loans in any Fiscal Month. Any Delayed Draw Term Loan shall be in a minimum amount of Five Hundred Thousand Dollars ($500,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof (or such other amount as agreed to by all of the Delayed Draw Term Loan Lenders with a remaining Delayed Draw Term Loan Commitment); provided, that if the remaining Delayed Draw Term Loan Commitments are less than Five Hundred Thousand Dollars ($500,000), then the minimum amount of each Delayed Draw Term Loan shall be the maximum amount of the remaining Delayed Draw Term Loan Commitments. Any Delayed Draw Term Loan Borrowing Request delivered by Borrower hereunder shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Delayed Draw Term Loans requested from the Delayed Draw Term Loan Lenders on the proposed funding date. The Discretionary Delayed Draw Term Loan Commitments shall reduce to zero automatically on the Discretionary Delayed Draw Term Loan Commitment Expiration Date and no Discretionary Delayed Draw Term Loan shall be made on or after the Discretionary Delayed Draw Term Loan Commitment Expiration Date. The Fourth Amendment Delayed Draw Term Loan Commitments shall reduce to zero automatically after the making of the Fourth Amendment Delayed Draw Term Loans on the Fourth Amendment Effective Date. After the funding of any Delayed Draw Term Loan by a Delayed Draw Term Loan Lender, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender. ​

Delayed Draw Term Loans Generally. Subject to the satisfaction of the conditions in this Section 1.1(b) and this Agreement, (x) on the Fourth Amendment Effective Date, by no later than 12:00 PM New York City time on such day, each Fourth Amendment Delayed Draw Term Loan Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Fourth Amendment Delayed Draw Term Loan” and collectively, the “Fourth Amendment Delayed Draw Term Loans” in a principal amount equal to the Fourth Amendment Delayed Draw Term Loan Commitment of such Fourth Amendment Delayed Draw Term Loan Lender, and (y) upon not less than five fifteen (515) Business Days (or such shorter period as Agent may agree in its absolute discretion) after delivery by Borrower to Agent of a Delayed Draw Term Loan Borrowing Request by no later than 1:00 PM New York City time on such day, each Delayed Draw Term Loan Lender mayLender, in its sole and absolute discretionseverally, agrees at any time prior to the Discretionary Delayed Draw Term Loan Commitment Expiration Date, to lend to Borrower, in one or more advances (each such advance, a “Discretionary Delayed Draw Term Loan” and collectively, the “Discretionary Delayed Draw Term Loans”, and together with any Fourth Amendment Delayed Draw Term Loans, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”, and the Delayed Draw Term Loans, together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in a principal amount not to exceed the Discretionary Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender; provided further, that each Delayed Draw Term Loan shall be made on a pro rata basis based on the Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender as of the funding date of any Delayed Draw Term Loan relative to the aggregate amount of the Delayed Draw Term Loan Commitments of the other Delayed Draw Term Loan Lenders as of such funding date (or on such other basis as the Delayed Draw Term Loan Lenders all agree); provided further, that, notwithstanding anything to the contrary in the Loan Documents, each Delayed Draw Term Loan Lender shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of each Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided that each Delayed Draw Term Loan Lender shall provide to Agent any information reasonably requested by Agent regarding any Delayed Draw Term Loan made by a Delayed Draw Term Loan Lender. Xxxxxxxx agrees that each Delayed Draw Term Loan Lender may satisfy any amounts owing to such Lender under the Fee Letters, by deducting such amounts from the proceeds of any Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to Borrower. The Delayed Draw Term Loan Lenders shall make no more than three (3) one Delayed Draw Term Loans Loan in any Fiscal Month. Any Delayed Draw Term Loan shall be in a minimum amount of Five Hundred Thousand Million Dollars ($500,0005,000,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof (or such other amount as agreed to by all of the Delayed Draw Term Loan Lenders with a remaining Delayed Draw Term Loan Commitment); provided, that if the remaining Delayed Draw Term Loan Commitments are less than Five Hundred Thousand Million Dollars ($500,0005,000,000), then the minimum amount of each Delayed Draw Term Loan shall be the maximum amount of the remaining Delayed Draw Term Loan Commitments. Any Delayed Draw Term Loan Borrowing Request delivered by Borrower hereunder shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Delayed Draw Term Loans requested from the Delayed Draw Term Loan Lenders on the proposed funding date. The Discretionary Delayed Draw Term Loan Commitments shall reduce to zero automatically on the Discretionary Delayed Draw Term Loan Commitment Expiration Date and no Discretionary Delayed Draw Term Loan shall be made on or after the Discretionary Delayed Draw Term Loan Commitment Expiration Date. The Fourth Amendment Delayed Draw Term Loan Commitments shall reduce to zero automatically after the making of the Fourth Amendment Delayed Draw Term Loans on the Fourth Amendment Effective Date. After the funding of any Delayed Draw Term Loan by a Delayed Draw Term Loan Lender, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender. ​

Delayed Draw Term Loans Generally. Subject to the satisfaction of the conditions in this Section 1.1(b) and this Agreement, (x) on the Fourth Amendment Effective Date, by no later than 12:00 PM New York City time on such day, each Fourth Amendment Delayed Draw Term Loan Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Fourth Amendment Delayed Draw Term Loan” and collectively, the “Fourth Amendment Delayed Draw Term Loans” in a principal amount equal to the Fourth Amendment Delayed Draw Term Loan Commitment of such Fourth Amendment Delayed Draw Term Loan Lender, and (y) upon not less than five fifteen (515) Business Days (or such shorter period as Agent may agree in its absolute discretion) after delivery by Borrower to Agent of a Delayed Draw Term Loan Borrowing Request by no later than 1:00 PM New York City time on such day, each Delayed Draw Term Loan Lender mayLender, in its sole and absolute discretionseverally, agrees at any time prior to the Discretionary Delayed Draw Term Loan Commitment Expiration Date, to lend to Borrower, in one or more advances (each such advance, a “Discretionary Delayed Draw Term Loan” and collectively, the “Discretionary Delayed Draw Term Loans”, and together with any Fourth Amendment Delayed Draw Term Loans, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”, and the Delayed Draw Term Loans, together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in a principal amount not to exceed the Discretionary Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender; provided further, that each Delayed Draw Term Loan shall be made on a pro rata basis based on the Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender as of the funding date of any Delayed Draw Term Loan relative to the aggregate amount of the Delayed Draw Term Loan Commitments of the other Delayed Draw Term Loan Lenders as of such funding date (or on such other basis as the Delayed Draw Term Loan Lenders all agree); provided further, that, notwithstanding anything to the contrary in the Loan Documents, each Delayed Draw Term Loan Lender shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of each Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided that each Delayed Draw Term Loan Lender shall provide to Agent any information reasonably requested by Agent regarding any Delayed Draw Term Loan made by a Delayed Draw Term Loan Lender. Xxxxxxxx Borrower agrees that each Delayed Draw Term Loan Lender may satisfy any amounts owing to such Lender under the Fee Letters, by deducting such amounts from the proceeds of any Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to Borrower. The Delayed Draw Term Loan Lenders shall make no more than three (3) one Delayed Draw Term Loans Loan in any Fiscal Month. Any Delayed Draw Term Loan shall be in a minimum amount of Five Hundred Thousand Million Dollars ($500,0005,000,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof (or such other amount as agreed to by all of the Delayed Draw Term Loan Lenders with a remaining Delayed Draw Term Loan Commitment); provided, that if the remaining Delayed Draw Term Loan Commitments are less than Five Hundred Thousand Million Dollars ($500,0005,000,000), then the minimum amount of each Delayed Draw Term Loan shall be the maximum amount of the remaining Delayed Draw Term Loan Commitments. Any Delayed Draw Term Loan Borrowing Request delivered by Borrower hereunder shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Delayed Draw Term Loans requested from the Delayed Draw Term Loan Lenders on the proposed funding date. The Discretionary Delayed Draw Term Loan Commitments shall reduce to zero automatically on the Discretionary Delayed Draw Term Loan Commitment Expiration Date and no Discretionary Delayed Draw Term Loan shall be made on or after the Discretionary Delayed Draw Term Loan Commitment Expiration Date. The Fourth Amendment Delayed Draw Term Loan Commitments shall reduce to zero automatically after the making of the Fourth Amendment Delayed Draw Term Loans on the Fourth Amendment Effective Date. After the funding of any Delayed Draw Term Loan by a Delayed Draw Term Loan Lender, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender. ​

Delayed Draw Term Loans Generally. Subject to the satisfaction of the conditions in this Section 1.1(b) and this Agreement, (x) on the Fourth Amendment Effective Date, by no later than 12:00 PM New York City time on such day, each Fourth Amendment Delayed Draw Term Loan Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Fourth Amendment Delayed Draw Term Loan” and collectively, the “Fourth Amendment Delayed Draw Term Loans” in a principal amount equal to the Fourth Amendment Delayed Draw Term Loan Commitment of such Fourth Amendment Delayed Draw Term Loan Lender, and (y) upon not less than five fifteen (515) Business Days (or such shorter period as Agent may agree in its absolute discretion) after delivery by Borrower to Agent of a Delayed Draw Term Loan Borrowing Request by no later than 1:00 PM New York City time on such day, each Delayed Draw Term Loan Lender mayLender, in its sole and absolute discretionseverally, agrees at any time prior to the Discretionary Delayed Draw Term Loan Commitment Expiration Date, to lend to Borrower, in one or more advances advance (each such advance, a “Discretionary Delayed Draw Term Loan” and collectively, the “Discretionary Delayed Draw Term Loans”, and together with any Fourth Amendment Delayed Draw Term Loans, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”, and the Delayed Draw Term Loans, together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in a principal amount not to exceed the Discretionary Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender; provided further, that each Delayed Draw Term Loan shall be made on a pro rata basis based on the Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender as of the funding date of any Delayed Draw Term Loan relative to the aggregate amount of the Delayed Draw Term Loan Commitments of the other Delayed Draw Term Loan Lenders as of such funding date (or on such other basis as the Delayed Draw Term Loan Lenders all agree); provided further, that, notwithstanding anything to the contrary in the Loan Documents, each Delayed Draw Term Loan Lender shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of each Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided that each Delayed Draw Term Loan Lender shall provide to Agent any information reasonably requested by Agent regarding any Delayed Draw Term Loan made by a Delayed Draw Term Loan Lender. Xxxxxxxx Borrower agrees that each Delayed Draw Term Loan Lender may satisfy any amounts owing to such Lender under the Fee LettersLetter or any expenses reimbursable by Borrower in accordance with the terms of this Agreement, by deducting such amounts from the proceeds of any Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to Borrower. The Delayed Draw Term Loan Lenders shall make no more than three (3) Delayed Draw Term Loans in any Fiscal Month. Any Delayed Draw Term Loan shall be in a minimum amount of Five Hundred Thousand Dollars ($500,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof (or such other amount as agreed to by all of the Delayed Draw Term Loan Lenders with a remaining Delayed Draw Term Loan Commitment); provided, that if the remaining Delayed Draw Term Loan Commitments are less than Five Hundred Thousand Dollars ($500,000), then the minimum amount of each Delayed Draw Term Loan shall be the maximum amount of the remaining Delayed Draw Term Loan Commitments. Any Delayed Draw Term Loan Borrowing Request delivered by Borrower hereunder shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Delayed Draw Term Loans requested from the Delayed Draw Term Loan Lenders on the proposed funding date. The Discretionary Delayed Draw Term Loan Commitments shall reduce to zero automatically on the Discretionary Delayed Draw Term Loan Commitment Expiration Date and no Discretionary Delayed Draw Term Loan shall be made on or after the Discretionary Delayed Draw Term Loan Commitment Expiration Date. The Fourth Amendment Delayed Draw Term Loan Commitments shall reduce to zero automatically after the making of the Fourth Amendment Delayed Draw Term Loans on the Fourth Amendment Effective Date. After the funding of any Delayed Draw Term Loan by a Delayed Draw Term Loan Lender, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender. ​Borrower shall make payments on the Delayed Draw Term Loan in accordance with Section 1.1(c) and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Delayed Draw Term Loan Commitment of each Lender may not be re-borrowed. Subject to Section 1.2, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. Once repaid, any amount borrowed under the Delayed Draw Term Loan Commitment of each Lender may not be re-borrowed.

Delayed Draw Term Loans Generally. Subject to the satisfaction of the conditions in this Section 1.1(b) and this Agreement, (x) on the Fourth Amendment Effective Date, by no later than 12:00 PM New York City time on such day, each Fourth Amendment Delayed Draw Term Loan Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Fourth Amendment Delayed Draw Term Loan” and collectively, the “Fourth Amendment Delayed Draw Term Loans” in a principal amount equal to the Fourth Amendment Delayed Draw Term Loan Commitment of such Fourth Amendment Delayed Draw Term Loan Lender, and (y) upon not less than five fifteen (515) Business Days (or such shorter period as Agent may agree in its absolute discretion) after delivery by Borrower to Agent of a Delayed Draw Term Loan Borrowing Request by no later than 1:00 PM New York City time on such day, each Delayed Draw Term Loan Lender mayLender, in its sole and absolute discretionseverally, agrees at any time prior to the Discretionary Delayed Draw Term Loan Commitment Expiration Date, to lend to Borrower, in one or more advances (each such advance, a “Discretionary Delayed Draw Term Loan” and collectively, the “Discretionary Delayed Draw Term Loans”, and together with any Fourth Amendment Delayed Draw Term Loans, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”, and the Delayed Draw Term Loans, together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in a principal amount not to exceed the Discretionary Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender; provided further, that each Delayed Draw Term Loan shall be made on a pro rata basis based on the Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender as of the funding date of any Delayed Draw Term Loan relative to the aggregate amount of the Delayed Draw Term Loan Commitments of the other Delayed Draw Term Loan Lenders as of such funding date (or on such other basis as the Delayed Draw Term Loan Lenders all agree); provided further, that, notwithstanding anything to the contrary in the Loan Documents, each Delayed Draw Term Loan Lender shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of each Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided that each Delayed Draw Term Loan Lender shall provide to Agent any information reasonably requested by Agent regarding any Delayed Draw Term Loan made by a Delayed Draw Term Loan Lender. Xxxxxxxx agrees that each Delayed Draw Term Loan Lender may satisfy any amounts owing to such Lender under the Fee Letters, by deducting such amounts from the proceeds of any Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to Borrower. The Delayed Draw Term Loan Lenders shall make no more than three (3) one Delayed Draw Term Loans Loan in any Fiscal Month. Any Delayed Draw Term Loan shall be in a minimum amount of Five Hundred Thousand Million Dollars ($500,0005,000,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof (or such other amount as agreed to by all of the Delayed Draw Term Loan Lenders with a remaining Delayed Draw Term Loan Commitment); provided, that if the remaining Delayed Draw Term Loan Commitments are less than Five Hundred Thousand Million Dollars ($500,0005,000,000), then the minimum amount of each Delayed Draw Term Loan shall be the maximum amount of the remaining Delayed Draw Term Loan Commitments. Any Delayed Draw Term Loan Borrowing Request delivered by Borrower hereunder shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Delayed Draw Term Loans requested from the Delayed Draw Term Loan Lenders on the proposed funding date. The Discretionary Delayed Draw Term Loan Commitments shall reduce to zero automatically on the Discretionary Delayed Draw Term Loan Commitment Expiration Date and no Discretionary Delayed Draw Term Loan shall be made on or after the Discretionary Delayed Draw Term Loan Commitment Expiration Date. The Fourth Amendment Delayed Draw Term Loan Commitments shall reduce to zero automatically after the making of the Fourth Amendment Delayed Draw Term Loans on the Fourth Amendment Effective Date. After the funding of any Delayed Draw Term Loan by a Delayed Draw Term Loan Lender, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender. ​.

Delayed Draw Term Loans Generally. Subject to the satisfaction of the conditions in this Section 1.1(b) and this Agreement, (x) on the Fourth Amendment Effective Date, by no later than 12:00 PM New York City time on such day, each Fourth Amendment Delayed Draw Term Loan Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Fourth Amendment Delayed Draw Term Loan” and collectively, the “Fourth Amendment Delayed Draw Term Loans” in a principal amount equal to the Fourth Amendment Delayed Draw Term Loan Commitment of such Fourth Amendment Delayed Draw Term Loan Lender, and (y) upon not less than five fifteenfive (5155) Business Days (or such shorter period as Agent may agree in its absolute discretion) after delivery by Borrower to Agent of a Delayed Draw Term Loan Borrowing Request by no later than 1:00 PM New York City time on such day, each Delayed Draw Term Loan Lender Lender, severally, agrees may, in its sole and absolute discretion, at any time prior to the Discretionary Delayed Draw Term Loan Commitment Expiration Date, to lend to Borrower, in one or more advances (each such advance, a “Discretionary Delayed Draw Term Loan” and collectively, the “Discretionary Delayed Draw Term Loans”, and together with any Fourth Amendment Delayed Draw Term Loans, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”, and the Delayed Draw Term Loans, together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in a principal amount not to exceed the Discretionary Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender; provided further, that each Delayed Draw Term Loan shall be made on a pro rata basis based on the Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender as of the funding date of any Delayed Draw Term Loan relative to the aggregate amount of the Delayed Draw Term Loan Commitments of the other Delayed Draw Term Loan Lenders as of such funding date (or on such other basis as the Delayed Draw Term Loan Lenders all agree); provided further, that, notwithstanding anything to the contrary in the Loan Documents, each Delayed Draw Term Loan Lender shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of each Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided that each Delayed Draw Term Loan Lender shall provide to Agent any information reasonably requested by Agent regarding any Delayed Draw Term Loan made by a Delayed Draw Term Loan Lender. Xxxxxxxx agrees that each Delayed Draw Term Loan Lender may satisfy any amounts owing to such Lender under the Fee Letters, by deducting such amounts from the proceeds of any Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to Borrower. The Delayed Draw Term Loan Lenders shall make no more than three onethree (3) Delayed Draw Term Loans LoanLoans in any Fiscal Month. Any Delayed Draw Term Loan shall be in a minimum amount of Five Hundred MillionHundred Thousand Dollars ($500,0005,000,000500,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof (or such other amount as agreed to by all of the Delayed Draw Term Loan Lenders with a remaining Delayed Draw Term Loan Commitment); provided, that if the remaining Delayed Draw Term Loan Commitments are less than Five Hundred MillionHundred Thousand Dollars ($500,0005,000,000500,000), then the minimum amount of each Delayed Draw Term Loan shall be the maximum amount of the remaining Delayed Draw Term Loan Commitments. Any Delayed Draw Term Loan Borrowing Request delivered by Borrower hereunder shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Delayed Draw Term Loans requested from the Delayed Draw Term Loan Lenders on the proposed funding date. The Discretionary Delayed Draw Term Loan Commitments shall reduce to zero automatically on the Discretionary Delayed Draw Term Loan Commitment Expiration Date and no Discretionary Delayed Draw Term Loan shall be made on or after the Discretionary Delayed Draw Term Loan Commitment Expiration Date. The Fourth Amendment Delayed Draw Term Loan Commitments shall reduce to zero automatically after the making of the Fourth Amendment Delayed Draw Term Loans on the Fourth Amendment Effective Date. After the funding of any Delayed Draw Term Loan by a Delayed Draw Term Loan Lender, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender shall immediately and automatically (without the necessity of further action) be reduced in the principal amount of the Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender. ​.