Common use of Delayed Draw Term Loans Clause in Contracts

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. (a) During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to Availability Period, the Borrower may request, in accordance with this Section 2.5(a), up to four (4) draws of delayed draw term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term Loan Lender’s Amendment NoAmount. 1 Each such draw of Delayed Draw Term Loans shall be in a minimum amount of $25,000,000, or an amount equal to the remaining Delayed Draw Term Loan Commitment Percentage Commitments. Each Borrowing of the Amendment NoDelayed Draw Term Loans shall be made on the date stated in the Borrower’s Notice of Borrowing delivered to the Agent (which shall be delivered no less than five (5) Business Days in advance of the proposed borrowing of Delayed Draw Term Loans) in connection therewith (each such borrowing date, a “Delayed Draw Funding Date”). 1 Each existing Lender shall be offered the opportunity to provide (but, for the avoidance of doubt, shall have no obligation to provide) a portion of the Delayed Draw Term Loan Committed Amount at Commitments requested by the Borrower on a pro rata basis based on such timeexisting Lender’s Pro Rata Share of the Term Loans then outstanding; provided that (i) there each existing Lender shall be no more than three (3) borrowings deemed to decline to exercise its right to provide its Pro Rata Share of Amendment No. 1 the Delayed Draw Term Loans, Loan Commitments if such Lender does not agree to provide such Delayed Draw Term Loan Commitments within five (5) Business Days after the Borrower delivers a written request for such Delayed Draw Term Loan Commitments to the Agent (on behalf of such Lender) and (ii) the borrowing Borrower may offer to additional potential Lenders (in addition to the existing Lenders) the ability to provide Delayed Draw Term Loan Commitments in its reasonable discretion. (b) The aggregate principal amount of Amendment No. 1 the Delayed Draw Term Loans made on each Delayed Draw Funding Date shall be up to not exceed the Amendment No. 1 aggregate principal amount of the then remaining Delayed Draw Term Loan Committed Amount and Commitments (iii) interest on in effect immediately prior to the Amendment No. 1 making of such Delayed Draw Term Loans shall commence to accrue from the date of funding thereofon such Delayed Draw Funding Date). The Borrower may request an Amendment No. 1 portion of each Lender’s Delayed Draw Term Loan Commitment corresponding to the Delayed Draw Term Loan funded by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 such Delayed Draw Term Loan Lender will make its Amendment No. 1 shall be permanently terminated immediately and without further action upon the funding of such Delayed Draw Term Loan Commitment Percentage of on the Amendment No. 1 applicable Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing RequestFunding Date. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 The Delayed Draw Term Loan Commitment shall be reduced permanently terminated immediately and without further action on upon the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by funding of all of the amount of Amendment No. 1 Delayed Draw Term Loans made by such on the Delayed Draw Funding Date(s). (c) The proceeds of the Delayed Draw Term Loans shall be used (i) to consummate one or both of the First Amendment No. 1 Acquisitions, (ii) to prepay the ABL Facility Indebtedness and (iii) for general corporate and other working capital purposes. (d) The Borrower and each Delayed Draw Term Loan Lender on shall execute and deliver to the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on Agent such documentation as the Amendment No. 1 Agent shall reasonably specify to evidence the Delayed Draw Term Loan may not be reborrowedCommitment of such Delayed Draw Term Lender and, if applicable, the joinder of such Delayed Draw Term Loan Lender to this Agreement and the other Loan Documents. (e) All other terms of the Delayed Draw Term Loans are as set forth in the First Amendment and this Agreement.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the terms and conditions set forth in this Agreement and in the other Loan Documents (including, for avoidance of doubt, satisfaction of the conditions precedent set forth in Section 4.02Exhibit B attached hereto on the Closing Date and Exhibit E attached hereto on the applicable Delayed Draw Funding Date), each Amendment No. 1 the Initial Lender agrees to make delayed draw term loans to Borrower at any time and from time to time during the Availability Period (each, a “Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (Loan” and collectively, the “Amendment No. 1 Delayed Draw Term Loans”) in an ); provided that the aggregate principal amount up to such Amendment No. 1 of all Delayed Draw Term Loan Lender’s Amendment No. 1 Notes shall not exceed the Maximum Delayed Draw Term Loan Commitment Percentage Principal Amount. Delayed Draw Term Loans may be funded at Xxxxxxxx’s request in multiple Advances made during the Availability Period and repaid in accordance with the terms of the Amendment No. 1 this Agreement and each Delayed Draw Term Loan Committed Amount Note. Whenever Borrower desires to incur a Delayed Draw Term Loan hereunder, Borrower shall give Administrative Agent at least five (5) Business Days’ (or such timeshorter period agreed to by Administrative Agent in its sole discretion) prior written notice of such Delayed Draw Term Loan to be incurred hereunder specifying the principal amount of such Delayed Draw Term Loan to be incurred and the date of such Advance (which shall be a Business Day). Each Delayed Draw Term Loan will be evidenced by a Delayed Draw Term Loan Note appropriately completed in accordance with the terms of the form of Delayed Draw Term Loan Note attached hereto as Exhibit G to include the applicable interest rate and required amortization payments; provided that (i) there the aggregate principal amount of all Delayed Draw Term Loan Notes shall be no more than three (3) borrowings of Amendment Nonot exceed the Maximum Delayed Draw Term Loan Principal Amount. 1 Interest on each Delayed Draw Term Loan shall accrue commencing on the Delayed Draw Funding Date for such Delayed Draw Term Loan at a per annum rate equal to the Term SOFR Rate plus 5.95%. Xxxxxxxx agrees to repay the Delayed Draw Term Loans, (ii) with interest, in accordance with the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount Notes, this Agreement, and (iii) interest on the Amendment Noother Loan Documents. 1 The obligation of Borrower to repay the Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Loans, together with interest as provided in this Agreement and in each Delayed Draw Term Loan by delivering a Borrowing Request in accordance with Note, shall commence upon the provisions funding of Section 2.03. Each Amendment No. 1 each Delayed Draw Term Loan Lender will make its Amendment No. 1 on the Delayed Draw Funding Date for such Delayed Draw Term Loan Commitment Percentage of the Amendment Noand shall be unconditional. 1 Borrower hereby accepts each Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office requested by 1:00 p.m. Borrower on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 for such Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on Loan, subject to and upon the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedterms and conditions set forth herein.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in Section 4.02herein, (i) each Amendment No. 1 Delayed Draw Term Loan A-1 Lender agrees, severally agrees and not jointly with any other Lender, to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) A-1 Loans to any U.S. Borrower from time to time during the Delayed Draw Availability Period in Dollars in an aggregate principal amount up to advanced hereunder that will not result in (x) such Amendment No. 1 Xxxxxx’s Delayed Draw Term Loan LenderA-1 Loans advanced hereunder exceeding such Xxxxxx’s Amendment No. 1 Delayed Draw Term Loan A-1 Commitment Percentage or (y) the sum of the Amendment No. 1 aggregate original principal amount of all Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 A-1 Loans advanced hereunder exceeding the total Delayed Draw Term LoansA-1 Commitments, and (ii) each Delayed Draw Term A-2 Lender agrees, severally and not jointly with any other Lender, to make Delayed Draw Term A-2 Loans to any U.S. Borrower from time to time during the borrowing Delayed Draw Availability Period in Dollars in an aggregate principal amount advanced hereunder that will not result in (x) such Xxxxxx’s Delayed Draw Term A-2 Loans advanced hereunder exceeding such Xxxxxx’s Delayed Draw Term A-2 Commitment or (y) the sum of Amendment Nothe aggregate original principal amount of all Delayed Draw Term A-2 Loans advanced hereunder exceeding the total Delayed Draw Term A-2 Commitments. 1 Amounts repaid in respect of Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. During (a) No more than once a month during the Amendment No. 1 Delayed Draw Commitment Availability Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Borrower may request a Delayed Draw Term Loan in respect of a Project Pool in an aggregate amount not to exceed the total aggregate Delayed Draw Commitment of all Term Lenders by submitting a Borrowing Notice to the Administrative Agent in accordance with Section 2.02(c). Subject to the terms and conditions set forth herein, each Term Lender severally agrees severally, and not jointly, to make available such Delayed Draw Term Loan to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up not to such Amendment Noexceed its Delayed Draw Commitment. 1 Any Delayed Draw Term Loan Lender’s Amendment No. 1 made under this Section 2.02 shall be made by the Term Lenders ratably in proportion to their respective share of the aggregate Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such timeCommitments; provided that (i) there shall be no more than three (3) borrowings the disbursement of Amendment No. 1 such Delayed Draw Term Loans, Loans shall not result in the aggregate principal amount of the Delayed Draw Term Loans borrowed under this Section 2.02 exceeding the total aggregate Delayed Draw Commitments of all Term Lenders on the date of such borrowing and (ii) the borrowing disbursement of Amendment Nosuch Delayed Draw Term Loans on any Subsequent Advance Date shall not result in the aggregate principal outstanding under the Term Loans exceeding the maximum principal amount that would permit compliance with the Debt Sizing Parameters under the revised Base Case Model delivered pursuant to Section 10.02(c). 1 Each Term Lender’s Delayed Draw Commitment shall expire on the last day of the Availability Period after giving effect to any funding of such Term Lender’s Delayed Draw Commitment on such date. (b) Notwithstanding any provision to the contrary, the terms of the Delayed Draw Term Loans to be made hereunder on any Subsequent Advance Date shall be the same as the terms of the Initial Term Loans and other Delayed Draw Term Loans outstanding at such time and such Delayed Draw Term Loans shall be up “Term Loans” for all purposes of this Agreement and shall constitute one tranche with, and be the same Class as, the Initial Term Loans made on the Closing Date pursuant to Section 2.01 and any other Delayed Draw Term Loans made on a Subsequent Advance Date pursuant to this Section 2.02. (c) The Borrower shall deliver a Borrowing Notice to the Amendment NoAdministrative Agent no later than 10:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed funding date. 1 Each such Borrowing Notice shall be irrevocable, shall be signed by and Authorized Officer of the Borrower and shall specify the following information in compliance with this Section 2.02: (i) the aggregate amount of the requested Delayed Draw Term Loan, which shall be in an aggregate minimum amount of $2,500,000 and integral multiples of $100,000 in excess of that amount or the amount of the outstanding Delayed Draw Commitment; (ii) the applicable funding date of such Term Loan (a “Subsequent Advance Date”), which shall be a Business Day; and (iii) the account(s) to which the proceeds of such Term Loan are to be disbursed (if applicable). (d) Provided the Administrative Agent shall have received the applicable Borrowing Notice by no later than 10:00 a.m. (New York City time) on a Business [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Day, the Administrative Agent shall advise each Term Lender of its pro rata share of the applicable Delayed Draw Term Loan Committed Amount and (iiidetermined as the percentage which such Term Lender’s Delayed Draw Commitment then constitutes of the aggregate Delayed Draw Commitments) interest no later than 2:00 p.m. (New York City time) on the Amendment No. 1 Business Day immediately following the Administrative Agent’s receipt of such Borrowing Notice. (e) The Borrower shall use the proceeds of the Delayed Draw Term Loans borrowed under this Section 2.02 solely (i) to pay a distribution to the Sponsor in reimbursement of the Sponsor for capital costs associated with the deployment of the applicable Project Pool, (ii) to fund the Debt Service Reserve Account in an amount equal to the Required Debt Service Reserve Amount, (iii) to pay the fees due pursuant to each Fee Letter and the Loan Documents and costs and expenses incurred pursuant to the Loan Documents or otherwise in connection with this financing and (iv) for the general corporate purposes of the Relevant Parties. (f) Subject to the terms and conditions set forth herein (including the prior satisfaction or waiver of the applicable conditions precedent under ARTICLE X), each Term Lender shall commence to accrue from make the date amount of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw its Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at (or such Person or account directed by the Administrative Agent’s office by 1:00 p.m. ) not later than 11:00 a.m. (New York City time) on the applicable funding date by wire transfer of same day funds, in Dollars to such account specified in by the Borrowing RequestAdministrative Agent (which may include the Funding Account). Such borrowing will then be promptly made Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Term Loans available to the Borrower on the applicable funding date by causing an amount of same day funds in Dollars equal to the Administrative Agent proceeds of all such Term Loans received into such account from the Term Lenders by 11:00 a.m. (New York City time) on such date by crediting the applicable account designated to be credited to the Borrower with the aggregate account of the amounts made available Borrower designated in the Borrowing Notice delivered pursuant to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding DateSection 2.02(c). Amounts borrowed under this Section 2.02 and repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Lender with a Delayed Draw Term Loan Lender Commitment, by its acceptance hereof, severally agrees to make available one or more loans to Borrower from time to time on any Business Day during the Borrower term loans period from the Business Day immediately following the Closing Date through and including the DDTL Commitment Expiration Date, in Dollars an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 2.1 hereto under the heading “Delayed Draw Term Loan Commitment” (as the same may be reduced or increased from time to time in accordance with this Agreement) or in the Assignment Agreement pursuant to which such Lender became a Lender hereunder (as the same may be reduced or increased from time to time in accordance with this Agreement) (in either case, such amount being referred to herein as such Lender’s “Delayed Draw Term Loan Commitment”). The aggregate original amount of the Delayed Draw Term Loan Commitments is $35,000,000. Amounts borrowed under this Section 2.1(a)(iv) are referred to as the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term LoansOnce drawn, (ii) the borrowing of Amendment No. 1 all Delayed Draw Term Loans shall be up to treated as Term Loans under this Agreement. Amounts borrowed as the Amendment NoDelayed Draw Term Loans which are repaid or prepaid may not be reborrowed. 1 In no event shall there be more than ten (10) separate borrowings of Delayed Draw Term Loans. Each draw shall be in an initial principal amount of not less than $1,000,000 (or, if smaller, the principal amount of all remaining Delayed Draw Term Loan Committed Amount and (iii) interest Commitments as of the drawing date). The Lenders’ Delayed Draw Term Loan Commitments shall terminate on each applicable Funding Date in an amount equal to the Amendment No. 1 Lenders’ Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent funded on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborroweddate.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of Period, subject to the Amendment No. 1 terms and conditions hereof, each Lender holding a Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Commitment severally agrees to make Delayed Draw Term Loans, in accordance with Section 2.01 and subject to the requirements of Section 2.16, to Borrowers in the aggregate amount up to but not exceeding such Lender’s Delayed Draw Term Loan Commitment. Borrowers may make: (i) only one borrowing under the Initial Term Loan Commitments, which shall be on the Closing Date and (ii) borrowings under the borrowing Delayed Draw Term Loan Commitments during the Delayed Draw Term Loan Commitment Period in an aggregate minimum amount of Amendment No$5,000,000 and integral multiples of $1,000,000 in excess of that amount. 1 Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.26, 2.27 and 2.28, all amounts owed hereunder with respect to the Initial Term Loans and the Delayed Draw Term Loans shall be up to paid in full no later than the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Maturity Date. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Initial Term Loan Commitment shall be reduced terminate immediately and without further action on the Amendment NoClosing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Each Lender’s Delayed Draw Term Loan Lender Commitment shall terminate immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedCommitment Termination Date.

Delayed Draw Term Loans. During (a) The Borrower confirms and agrees that it has requested the Amendment No. 1 ability to request the Delayed Draw Commitment PeriodTerm Loan Commitments and the Delayed Draw Term Loans to be made pursuant thereto, which Delayed Draw Term Loan Commitments shall be deemed to be Term Loan Commitments to make Term Loans on the same terms as the Term Loans funded on the Closing Date (including, but not limited to, with respect to amortization of the Term Loans funded on the Closing Date; provided that amortization with respect to the Delayed Draw Term Loans shall not commence until Term Loans are otherwise payable after the initial Delayed Draw Term Loans are made (and amortization will commence solely with respect to such Delayed Draw Term Loans), subject only to the satisfaction other provisions applicable to the payment of the conditions Term Loans set forth in the Credit Agreement, including, without limitation, the provisions of Section 4.024.3(e)) under the Existing Credit Agreement. (b) Upon the Borrower’s request for the Delayed Draw Term Loans, each Amendment No. 1 subsequent Delayed Draw Term Loan Lender shall agree severally agrees and not jointly (i) that upon the effectiveness of all documentation as the Agent shall reasonably specify to make available to evidence the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Commitments of such Delayed Draw Term Loan Lender (and, if applicable, the joinder of such Delayed Draw Term Loan Lender to the Credit Agreement and the other Loan Documents) and at all times thereafter, such Delayed Draw Term Loan Lender will be bound (or continue to be bound, as applicable) by the provisions of the Credit Agreement and the other Loan Documents and shall perform all of the obligations and have all of the rights of a Lender thereunder, (ii) (x) to provide the Delayed Draw Term Loan Commitment Percentage of in the Amendment No. 1 aggregate principal amount equal to the amount as agreed to by such Delayed Draw Term Loan Committed Amount at such time; provided that Lender and (iy) there shall be no more than three (3) borrowings to make its portion of Amendment No. 1 the Delayed Draw Term LoansLoan on the applicable borrowing dates to the extent that all applicable terms and conditions are satisfied as set forth in the Credit Agreement (each such date, (iia “Delayed Draw Closing Date”) to the borrowing extent not in excess of Amendment No. 1 its Delayed Draw Term Loan Commitment, and, in each case, when made, such Delayed Draw Term Loans shall be up added to and constitute a part of the Amendment No. 1 outstanding Term Loans under the Credit Agreement. (c) Upon the making of the Delayed Draw Term Loan Committed Amount and Loans on each Delayed Draw Closing Date, the Agent shall promptly update the Register to give effect to such Delayed Draw Term Loans. (iiid) interest on Each borrowing of the Amendment No. 1 Delayed Draw Term Loans shall commence be made with an initial Interest Period that commences on each such Delayed Draw Closing Date and ends on the last day of the Interest Period applicable to accrue the outstanding Term Loans on such Delayed Draw Closing Date. During the initial Interest Period applicable to any Delayed Draw Term Loans immediately after such Delayed Draw Term Loans are deemed made on the applicable Delayed Draw Closing Date as SOFR Rate Loans, the Adjusted Term SOFR applicable to such Delayed Draw Term Loans shall be the same Adjusted Term SOFR applicable for the outstanding SOFR Rate Loans as of the applicable Delayed Draw Closing Date. Notwithstanding anything to the contrary contained herein or in the Credit Agreement, from and after each Delayed Draw Closing Date, the date outstanding Term Loans, the Additional Term Loans and the Delayed Draw Term Loans shall constitute a single Class and a single borrowing of funding thereof. Term Loans for all purposes under the Credit Agreement. (e) The Borrower may request an Amendment No. 1 portion of the Delayed Draw Term Loan by delivering Commitments of the Delayed Draw Term Loan Lenders funded (or all of such Delayed Draw Term Loan Commitments, if all of such Delayed Draw Term Loan Commitments are so funded) on a Borrowing Request in accordance with Delayed Draw Closing Date shall terminate upon the provisions funding of Section 2.03. Each Amendment No. 1 the corresponding Delayed Draw Term Loans on such Delayed Draw Closing Date. (f) Prior to the making of the initial Delayed Draw Term Loans, each Delayed Draw Term Loan Lender will shall (i) confirm that a copy of the Credit Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment No. 1 and make its portion of the Delayed Draw Term Loans, have been made available to such Delayed Draw Term Loan Lender; (ii) appoint and authorize the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iii) acknowledge and agree that upon the effectiveness of the Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on (and, if applicable, the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 joinder of such Delayed Draw Term Loan may Lender to the Credit Agreement and the other Loan Documents) such Delayed Draw Term Loan Lender shall be (or shall continue to be, as applicable) a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms hereof and thereof, and shall perform all the obligations of and shall have all rights of a Lender hereunder and thereunder. Each Delayed Draw Term Loan Lender shall confirm that (A) it meets all the requirements to be a Lender under the Credit Agreement, (B) it is an Eligible Assignee and (C) it is not be reborroweda Disqualified Lender or an Affiliate thereof.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only (i) Subject to the satisfaction of the terms and applicable conditions set forth in Section 4.02herein, each Amendment No. 1 Delayed Draw Tranche A Lender having a Delayed Draw Tranche A Term Loan Lender severally Commitment agrees to make available Delayed Draw Tranche A Term Loans in Dollars to the Borrower term loans in Dollars (on the “Amendment No. 1 Delayed Draw Term Loans”) Borrowing Date in an aggregate principal amount up not to such Amendment No. 1 exceed its Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Tranche A Term Loan Commitment Percentage as of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such timeBorrowing Date; provided that (i) there shall be no more than three (3) borrowings that, if for any reason the full amount of Amendment No. 1 any Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Tranche A Lender’s Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Tranche A Term Loan Commitment Percentage is not fully drawn on the Delayed Draw Borrowing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the Amendment No. 1 drawn Delayed Draw Tranche A Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. Loans on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative AgentBorrowing Date. Each Amendment No. 1 Delayed Draw Term Loan Tranche A Lender’s Amendment No. 1 Delayed Draw Tranche A Term Loan Commitment shall be reduced terminate immediately and without further action on the Amendment No. 1 Delayed Draw Funding Borrowing Date after giving effect to the funding of such Delayed Draw Tranche A Lender’s Delayed Draw Tranche A Term Loan Commitment on the Delayed Draw Borrowing Date. (ii) Subject to the terms and applicable conditions set forth herein, each Delayed Draw Tranche B Lender having a dollar-for-dollar basis by Delayed Draw Tranche B Term Loan Commitment agrees to make Delayed Draw Tranche B Term Loans in Dollars to the Borrower on the Delayed Draw Borrowing Date in an aggregate principal amount not to exceed its Delayed Draw Tranche B Term Loan Commitment as of the Delayed Draw Borrowing Date; provided that, if for any reason the full amount of Amendment No. 1 any Delayed Draw Tranche B Lender’s Delayed Draw Tranche B Term Loan Commitment is not fully drawn on the Delayed Draw Borrowing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the drawn Delayed Draw Tranche B Term Loans made by such Amendment No. 1 on the Delayed Draw Borrowing Date. Each Delayed Draw Tranche B Lender’s Delayed Draw Tranche B Term Loan Lender Commitment shall terminate immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid Borrowing Date after giving effect to the funding of such Delayed Draw Tranche B Lender’s Delayed Draw Tranche B Term Loan Commitment on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedBorrowing Date.

Delayed Draw Term Loans. During (A) Once during the Amendment No. 1 First DDTL Availability Period, the Borrower may deliver to Agent a Notice of Borrowing executed by an Authorized Person no later than noon at least seven (7) Business Days prior to the proposed Delayed Draw Commitment PeriodBorrowing Date, subject only or, in each case, such later date as Agent may agree, specifying (i) the principal amount of the proposed First Delayed Draw Term Loan, which shall be in an amount equal to the satisfaction principal amount of $25,000,000 (or such lesser amount as may be agreed to by Agent in its sole discretion) but shall not exceed the conditions set forth in Section 4.02, each Amendment No. 1 remaining unfunded First Delayed Draw Term Loan Commitment, (ii) wire instructions for the account into which the Loan proceeds should be deposited, and (iii) the proposed Delayed Draw Borrowing Date. Agent and the Lenders may act without liability upon the basis of written notice believed by Agent in good faith to be from Borrower (or from any Authorized Person thereof designated in writing purportedly from Borrower to Agent). Agent and each Lender severally agrees shall be entitled to make available rely conclusively on any Authorized Person’s authority to request a Loan on behalf of Borrower until Agent receives written notice to the contrary. Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or the use of the proceeds of such proposed Loan. (B) Once during the Second DDTL Availability Period, the Borrower term loans may deliver to Agent a Notice of Borrowing executed by an Authorized Person no later than noon at least seven (7) Business Days prior to the proposed Delayed Draw Borrowing Date, or, in Dollars each case, such later date as Agent may agree, specifying (i) the “Amendment No. 1 principal amount of the proposed Second Delayed Draw Term Loans”) in an aggregate Loan, which shall be equal to the principal amount up of $25,000,000 (or such lesser amount as may be agreed to such Amendment No. 1 by Agent in its sole discretion) but shall not exceed the remaining unfunded Second Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term LoansCommitment, (ii) wire instructions for the borrowing of Amendment No. 1 Delayed Draw Term Loans shall account into which the Loan proceeds should be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount deposited, and (iii) interest on the Amendment No. 1 proposed Delayed Draw Term Loans Borrowing Date. Agent and the Lenders may act without liability upon the basis of written notice reasonably believed by Agent in good faith to be from Borrower (or from any Authorized Person thereof designated in writing purportedly from Borrower to Agent). Agent and each Lender shall commence be entitled to accrue from rely conclusively on any Authorized Person’s authority to request a Loan on behalf of Borrower until Agent receives written notice to the date of funding thereofcontrary. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with Agent and the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage Lenders shall have no duty to verify the authenticity of the Amendment No. 1 Delayed Draw Term Loan borrowing available to signature appearing on any Notice of Borrowing or the Administrative Agent, for the account use of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on proceeds of such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedproposed Loan.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction No Borrowing of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to made: (a) if the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 aggregate outstanding principal amount of all such requested Delayed Draw Term Loans shall commence that are required to accrue from be funded pursuant to the date of funding thereof. The Borrower may request an Amendment No. 1 applicable Borrowing Request (i) by all the Delayed Draw Term Loan by delivering a Borrowing Request in accordance with Lenders would exceed the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Amount or (ii) by any Delayed Draw Term Lender would exceed such Delayed Draw Term Lender’s Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available Commitment Amount; (b) in the case of any Borrowing of a Delayed Draw Term Loan that is used to finance or refinance the purchase of any Equipment, (i) unless a Borrower has delivered to the Administrative Agent, for not later than 15 days (or such shorter period of time as the account Administrative Agent may consent to in its sole discretion) prior to the making of any such Borrowing, a copy of the Borrowerrelated invoice that is dated not more than 12 months prior to the date the requested Delayed Draw Term Loan is to be made or (ii) if the amount of such Borrowing would exceed 80% of the cost (as set forth in the related invoice that is delivered to the Administrative Agent) of such Equipment; provided, that if the Borrowers are unable to deliver a copy of the related invoice as provided in Dollars and clause (b)(i) the Borrowers may deliver in funds immediately available lieu thereof an appraised value of the applicable Equipment (which shall be satisfactory to the Administrative Agent at in its reasonable discretion), in which case the amount of the applicable Borrowing shall not exceed 80% of the appraised value of the applicable Equipment; (c) in the case of any Borrowing of a Delayed Draw Term Loan that is used to finance or refinance the purchase of any Real Property Asset, (i) unless a Borrower has delivered to the Administrative Agent’s office by 1:00 p.m. on , not later than 60 days (or such shorter period of time as the date specified Administrative Agent may consent to in the Borrowing Request. Such borrowing will then be promptly made available its sole discretion) prior to the Borrower making of any such Borrowing, a substantially final copy of the purchase agreement and a reasonably detailed description of such Real Property Asset or (ii) if the amount of such Borrowing would exceed 75% of the lesser of (A) the purchase price of such Real Property Asset or (B) the appraised value (as determined by the Administrative Agent on in its reasonable discretion) of such date by crediting Real Property Asset; or (d) in the applicable account designated to the Borrower with the aggregate case of the amounts made available to the Administrative Agent by the Amendment No. 1 any Borrowing of a Delayed Draw Term Loan Lenders that is used to finance (or refinance) the purchase, redemption or other acquisition of any Equity Interests of Holdings for the purpose of Holdings purchasing, redeeming or otherwise acquiring Equity Interests: (A) of a stockholder of Holdings that is not known by Holdings to be a Minority Stockholder pursuant to clause (a)(v)(A) of Section 7.2.7, unless after giving pro forma effect to such Borrowing the conditions set forth in such clause for making such dividends, distributions and other payments to Holdings have been satisfied; and (B) of a stockholder of Holdings that is known by Holdings to be a Minority Stockholder pursuant to clause (a)(v)(B) of Section 7.2.7, unless after giving pro forma effect to such Borrowing, the conditions set forth in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately such clause for making such dividends, distributions and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedother payments to Holdings have been satisfied.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Lender with a Delayed Draw Term Loan Lender Commitment, by its acceptance hereof, severally agrees with effect from the First Amendment Effective Date, or the Second Amendment Effective Date, as applicable, to make available to the Borrower one or more term loans in Dollars (individually a “Delayed Term Loan” and collectively for all the Lenders, the “Amendment No. 1 Delayed Draw Term Loans”) in U.S. Dollars to Borrower in an aggregate principal amount of up to tothe applicable amounts set forth opposite such Amendment No. 1 Lender’s Delayed Draw Term Loan Lender’s Amendment No. 1 Commitmentname on Schedule 2.2 attached hereto on a cumulative basis during the Delayed Draw Term Loan Commitment Percentage of Availability Period. On the Second Amendment No. 1 Effective Date, the Lenders with new Delayed Draw Term Loan Committed Amount at such time; provided that (i) there Commitments shall be no more than three (3) borrowings of Amendment No. 1 advance Delayed Draw Term Loans, (ii) Loans in the borrowing amount of Amendment No$10,000,000. 1 The Delayed Draw Term Loans shall be up to advanced in one or more Borrowings during the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on Availability Period, at which time the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Commitments shall expire. Each Amendment No. 1 advance of the Delayed Draw Term Loan Lender will make its Amendment No. 1 shall not be less than $5,000,000, or, if less, an amount equal to the entire remaining Delayed Draw Term Loan Commitment Percentage of and shall be made ratably by the Amendment No. 1 Lenders in proportion to their respective Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account Percentages. The principal amount of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 each Delayed Draw Term Loan Lenders and in like funds as received by shall permanently reduce the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Commitment by the amount of such Delayed Draw Term Loan, and the Delayed Draw Term Loan Commitment shall be automatically reduced immediately and without further action on in accordance with Section 2.11. As provided in Section 2.6(a), the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by Borrower may elect that the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment Nobe outstanding as Base Rate Loans, Daily Simple SOFR Loans or SOFR Loans. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts No amount repaid or prepaid on the Amendment No. 1 any Delayed Draw Term Loan may not be reborrowedborrowed again.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only (a) Subject to the satisfaction terms and conditions of the conditions set forth in Section 4.02this Agreement including Sections 3.2 and 3.3, each Amendment No. 1 Lender (severally, not jointly or jointly and severally) with a First Delayed Draw Term Loan Lender severally Commitment agrees to make available to the Borrower term loans in Dollars additional Term Loans (the “Amendment No. 1 First Delayed Draw Term Loans”Loan” and such loans comprising the “First Delayed Draw Term Loan Facility” ) during the First DDTL Availability Period to Borrower, in an aggregate principal amount up not to exceed the amount of such Amendment No. 1 Lender’s then outstanding First Delayed Draw Term Loan Lender’s Amendment No. 1 Commitment; provided, that after giving effect to the making of such First Delayed Draw Term Loan Commitment Percentage of Loan, in no event shall the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw aggregate Term Loans shall be up to exceed the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a DDTL Borrowing Request Base then in accordance with the provisions of Section 2.03effect. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 First Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action on upon the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by making of the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 First Delayed Draw Term Loan Lender on in an amount equal to the Amendment Noamount of such Lender’s Pro Rata Share of such Loan. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on Any principal amount of the Amendment No. 1 First Delayed Draw Term Loan which is repaid or prepaid may not be reborrowed. (b) Subject to the terms and conditions of this Agreement including Sections 3.2 and 3.3, each Lender (severally, not jointly or jointly and severally) with a Second Delayed Draw Term Loan Commitment agrees to make additional Term Loans (the “Second Delayed Draw Term Loan” and such loans comprising the “Second Delayed Draw Term Loan Facility”) during the Second DDTL Availability Period to Borrower, in an aggregate principal amount not to exceed the amount of such Lender’s then outstanding Second Delayed Draw Term Loan Commitment; provided, that after giving effect to the making of such Second Delayed Draw Term Loan, in no event shall the aggregate Term Loans exceed the DDTL Borrowing Base then in effect. Each Lender’s Second Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Second Delayed Draw Term Loan in an amount equal to the amount of such Lender’s Pro Rata Share of such Loan. Any principal amount of the Second Delayed Draw Term Loan which is repaid or prepaid may not be reborrowed.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction terms and conditions of this Agreement and the conditions other Loan Documents, and in reliance upon the representations and warranties set forth in Section 4.02this Agreement and the other Loan Documents, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available Delayed Draw Term Loans to the Borrower term loans in Dollars (from time to time from the “Amendment No. 1 Closing Date through, but not including, the Delayed Draw Term Loans”) Loan Expiration Date as requested by the Borrower in an accordance with the terms of Section 4.2; provided that the aggregate principal amount up to of Delayed Draw Term Loans advanced by any such Amendment No. 1 Delayed Draw Term Loan Lender over the term of this Agreement shall not exceed such Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) and there shall be no more than three four (34) borrowings separate fundings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up prior to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment NoExpiration Date. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Each Delayed Draw Term Loan advanced by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available shall be in a principal amount equal to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Percentage with respect to Delayed Draw Term Loans made by such Amendment No. 1 of the aggregate principal amount of Delayed Draw Term Loan Lender Loans requested on the Amendment No. 1 Delayed Draw Funding Datesuch occasion. Amounts borrowed under this Section 4.1(b) and repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Term Loan ----------------------- Commitment Period, subject only to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 holding a Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 severally agrees to make Delayed Draw Term Loans, (iisubject to the requirements of Section 2.4, to Company in the aggregate amount up to but not exceeding such Lender's Delayed Draw Term Loan Commitment; provided, after giving effect to the making of each Delayed Draw -------- Term Loan, Holdings and Company shall be in compliance, on a pro forma basis as of the last day of the most recently concluded Fiscal Quarter, with the financial covenants set forth in Section 6.6 or 6.7, as applicable. Company may make one or more drawings under the Delayed Draw Term Loan Commitments during the Delayed Draw Term Loan Commitment Period. Any amounts borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10 and 2.11, all amounts owed hereunder with respect to the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to paid in full no later than the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Maturity Date. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 's Delayed Draw Term Loan Commitment shall be reduced terminate immediately and without further action on upon the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount full funding of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Lender's Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedCommitment.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in Section 4.02herein, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower its portion of certain term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) to the Borrowers in Dollars during the Availability Period in an aggregate principal amount up equal to such Amendment No. 1 Lender’s Delayed Draw Term Loan Lender’s Amendment No. 1 Commitment; provided that the aggregate amount of all Delayed Draw Term Loans made hereunder shall not exceed the Aggregate Delayed Draw Term Loan Commitment Percentage of Commitments. Amounts repaid on the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall Loans may not be no more than three (3) borrowings of Amendment Noreborrowed. 1 The Delayed Draw Term Loans may consist of Base Rate Loans or Eurodollar Rate Loans, (ii) as further provided herein, provided, however, all Borrowings of Delayed Draw Term Loans made on the borrowing Closing Date shall be made as Base Rate Loans unless the Administrative Agent shall have received an appropriate funding indemnity letter executed by the Borrowers and reasonably acceptable to the Administrative Agent at least three Business Days prior to the Closing Date. At the end of Amendment No. 1 the Availability Period, the Commitment to make Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedterminate.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Lender with a Delayed Draw Term Loan Lender Commitment, by its acceptance hereof, severally agrees with effect from the First Amendment Effective Date, to make available to the Borrower one or more term loans in Dollars (individually a “Delayed Term Loan” and collectively for all the Lenders, the “Amendment No. 1 Delayed Draw Term Loans”) in U.S. Dollars to Borrower in an aggregate principal amount of up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of on a cumulative basis during the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment NoAvailability Period. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 The Delayed Draw Term Loans shall be up to advanced in one or more Borrowings during the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on Availability Period, at which time the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Commitments shall expire. Each Amendment No. 1 advance of the Delayed Draw Term Loan Lender will make its Amendment No. 1 shall not be less than $5,000,000, or, if less, an amount equal to the entire remaining Delayed Draw Term Loan Commitment Percentage of and shall be made ratably by the Amendment No. 1 Lenders in proportion to their respective Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account Percentages. The principal amount of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 each Delayed Draw Term Loan Lenders and in like funds as received by shall permanently reduce the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Commitment by the amount of such Delayed Draw Term Loan, and the Delayed Draw Term Loan Commitment shall be automatically reduced immediately and without further action on in accordance with Section 2.11. As provided in Section 2.6(a), the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by Borrower may elect that the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment Nobe outstanding as Base Rate Loans or SOFR Loans. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts No amount repaid or prepaid on the Amendment No. 1 any Delayed Draw Term Loan may not be reborrowedborrowed again.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction terms and conditions of this Agreement (including, without limitation, Section 5.3 hereof) and in reliance upon the conditions representations and warranties set forth in Section 4.02herein, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available Delayed Draw Term Loans to the Borrower term loans in Dollars from time to time from the Closing Date through and including September 30, 2012 as requested by the Borrower in accordance with the terms of Section 2.3; provided, that (a) the “Amendment No. 1 aggregate principal amount of all outstanding Delayed Draw Term Loans”Loans shall not exceed the Delayed Draw Term Loan Commitment and (b) in an aggregate the principal amount up of outstanding Delayed Draw Term Loans from any Delayed Draw Term Loan Lender to the Borrower shall not at any time exceed such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment NoDelayed Draw Term Loan Commitment; provided, further, that no more than three requests for Delayed Draw Term Loans may be made by the Borrower. 1 Each Delayed Draw Term Loan by a Delayed Draw Term Loan Lender shall be in a principal amount equal to such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of the Amendment Noaggregate principal amount of Delayed Draw Term Loans requested on such occasion. 1 No Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall may be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount repaid and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereofsubsequently reborrowed. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action on by the Amendment No. 1 principal amount of any Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment NoTerm Loan extended hereunder. 1 The Borrower may at no time request Delayed Draw Term Loans made by such Amendment No. 1 in excess of the then available amount of the Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedCommitment.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of Period, subject to the Amendment No. 1 terms and conditions hereof, each Lender holding a Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings Commitment severally agrees to make, subject to the requirements of Amendment No. 1 Section 2.4, Delayed Draw Term LoansLoans to Borrower in the aggregate amount up to but not exceeding such Lender's Delayed Draw Term Loan Commitment; provided that, after giving effect to the making of each Delayed Draw Term Loan, Parent and Borrower shall be in compliance, on a pro forma basis as of the last day of the most recently concluded Fiscal Quarter (iior in the case of borrowings prior to December 31, 2000, as of the last day of the then current Fiscal Quarter) with the borrowing of Amendment Nofinancial covenants set forth in Section 6.6, 6.7 or 6.8, as applicable. 1 Borrower may make one or more drawings on the Delayed Draw Term Loan Commitments during the Delayed Draw Term Loan Commitment Period. Any amounts borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10(b), 2.11(a) and 2.12, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be up to paid in full no later than the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Maturity Date. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 's Delayed Draw Term Loan Commitment shall be reduced terminate immediately and without further action upon the funding in full of such Lender's Delayed Draw Term Loan Commitment. Any unborrowed amount of one half of each Lender's Delayed Draw Term Loan Commitment shall expire immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by date occurring twelve (12) months after the amount of Amendment No. 1 Closing Date, if Delayed Draw Term Loans in at least such amount are not made by on or before such Amendment No. 1 date and any unborrowed amount of the remainder of the Delayed Draw Term Loan Lender Commitment shall expire immediately and without further action on a date occurring twenty-four (24) months after the Amendment No. 1 Closing Date, if Delayed Draw Funding Date. Amounts repaid or prepaid on Term Loans in an amount equal to the Amendment No. 1 aggregate Delayed Draw Term Loan may Commitments are not be reborrowedmade on or before such date.

Delayed Draw Term Loans. During the Amendment No. 1 Each Delayed Draw Term Loan Lender severally agrees, on the terms and conditions set forth in this Agreement (including without limitation, the conditions set forth in Article III), to make term loans (each, a "Delayed Draw Term Loan") to the Borrower from time to time on any Business Day (but, in any event, no more than once per calendar month) during the period from the Effective Date until the DDTL Termination Date in an amount not to exceed the lesser of (i) such Delayed Draw Term Loan Lender's ratable share of all Delayed Draw Term Loans requested on such Funding Date and (ii) such Delayed Draw Term Loan Lender's unused Delayed Draw Term Loan Commitment Period, (after giving effect to all Delayed Draw Term Loans made by such Delayed Draw Term Loan Lender prior to such Funding Date). Notwithstanding anything to the contrary in this clause (b) but subject only to the satisfaction of the conditions set forth in Section 4.023.3 and to the extent any unused Delayed Draw Term Loan Commitments exist on the DDTL Termination Date, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available on the DDTL Termination Date a funding to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) DDTL Escrow Account in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 the unused portion of its Delayed Draw Term Loan Commitment Percentage of (the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall "DDTL Termination Date Funding"), which amount will be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting subject to the applicable account designated terms of Section 2.2, and which funding shall constitute a funding of Delayed Draw Term Loans only upon and to the extent of any subsequent release to the Borrower with of funds in the aggregate DDTL Escrow Account. The Borrower may not reborrow any Delayed Draw Term Loans that have been repaid. Delayed Draw Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided that each Delayed Draw Term Loan made on a Funding Date shall consist of Delayed Draw Term Loans of the amounts same Type and shall be made available to the Administrative Agent ratably by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 according to their respective Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedCommitments.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Each Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 that has a Delayed Draw Term Loan Commitment Percentage of severally agrees to lend to Borrower on or before the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings Drawdown Termination Date, an amount not exceeding its Pro Rata Share of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing aggregate amount of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on Commitments to be used for the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date purposes identified in subsection 2.5A. The amount of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 each Lender's Delayed Draw Term Loan Commitment Percentage is set forth opposite its name on SCHEDULE 2.1 annexed hereto, and the aggregate amount of the Amendment No. 1 Delayed Draw Term Loan borrowing available to Commitments is Twenty Million Dollars ($20,000,000) (the Administrative Agent, for "MAXIMUM AGGREGATE DELAYED DRAW TERM LOAN COMMITMENT"); provided that the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Commitments of Lenders and in like funds as received by at any given time shall be equal to the Administrative Agent. Each Amendment No. 1 Maximum Aggregate Delayed Draw Term Loan Commitment reduced by the amount of voluntary reductions of the Delayed Draw Term Loan Commitment and the amount of the drawn Delayed Draw Term Loan Commitment, if any, and each Lender’s Amendment No. 1 's Delayed Draw Term Loan Commitment shall be correspondingly reduced by its Pro Rata Share of the drawn Delayed Draw Term Loan Commitment amount; and provided further that the Delayed Draw Term Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Delayed Draw Term Loan Commitments pursuant to subsection 10.1B. Each Lender's Delayed Draw Term Loan Commitment shall expire immediately and without further action at the close of business on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by Term Loan Drawdown Termination Date. Prior to the amount of Amendment No. 1 Merger Transaction Termination Date, Borrower shall not be permitted to borrow the Delayed Draw Term Loans made by such Amendment Noexcept in full on the Merger Transaction Funding Date to partially finance the "Cash Consideration" (as defined and used in the Merger Agreement) for the Merger Transaction. 1 On and after the Merger Transaction Termination Date until the Delayed Draw Term Loan Lender on Drawdown Termination Date, subject to the Amendment No. 1 terms and conditions herein, Borrower may borrow Delayed Draw Funding DateTerm Loans in connection with any Permitted Acquisitions, related transaction costs, Permitted Product Development and for general corporate purposes. Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. (a) During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term A Loan Lender severally agrees to make available to Availability Period, the Borrower may request, in accordance with this Section 2.5(a), up to four (4) draws of delayed draw term loans in Dollars (the “Amendment NoDelayed Draw Term A Loans”) in an aggregate principal amount not to exceed the Delayed Draw Term A Loan Amount. 1 During the Delayed Draw Term B Loan Availability Period, the Borrower may request, in accordance with this Section 2.5(a), draws of delayed draw term loans (the “Delayed Draw Term B Loans”, and together with the Delayed Draw Term A Loans, the “Delayed Draw Term Loans”) in an aggregate principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term B Loan Lender’s Amendment NoAmount. 1 Delayed Draw Term Loan Commitment Percentage Each such draw of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up in a minimum amount of $25,000,000,20,000,000, or an amount equal to the Amendment No. 1 remaining Delayed Draw Term Loan Committed Amount and (iii) interest on Commitments. Each Borrowing ofrequest by the Amendment No. 1 Borrower for Delayed Draw Term Loans shall commence to accrue from be made on the date stated in the Borrower’s Notice of funding thereofBorrowing delivered to the Agent (which shall be delivered no less than five (5) Business Days in advance of the proposed borrowing of Delayed Draw Term Loans) in connection therewith (each such borrowing date, a “Delayed Draw Funding Date”). The Borrower may Eachin writing to the Agent and shall set forth the amount of the Delayed Draw Term Loans being requested. Upon receipt of the Borrower’s request an Amendment No. 1 for Delayed Draw Term Loans, the Agent shall offer each existing Lender shall be offered the opportunity to provide (but, for the avoidance of doubt, no existing Lender shall have noany obligation to provide) a portion of the Delayed Draw Term Loan Commitments so requested by delivering the Borrower (with each existing Lender having the opportunity to provide a portion of the Delayed Draw Term Loan Commitments in an amount determined by it in its sole discretion); provided, that to the extent that the aggregate Delayed Draw Term Loan Commitments offered to be provided by the existing Lenders exceed the Borrower’s initial request, the Agent shall allocate such Delayed Draw Term Loan Commitments on a pro rata basis based on each such offering existing Lender’s Pro Rata Share of the Term Loans then outstanding; provided, further, that (iA) each existing Lender shall be deemed to decline to exercise its right to provide its Pro Rata Share of the Delayed Draw Term Loan Commitments if such Lender does not agree to provide such Delayed Draw Term Loan Commitments within fivethree (53) Business Days after the Borrower delivers a written request for such Delayed Draw Term Loan Commitments to the Agent (on behalf of suchAgent so offers the same to such existing Lender) and (ii) the BorrowerAgent may thereafter offer to additional potential Lenders (in addition to the existing Lenders) the ability to provide Delayed Draw Term Loan Commitments in its reasonable xxxxxxxxxx.xx declined by the existing Lenders without any further obligation to the existing Lenders. The Agent shall promptly thereafter notify the Borrower in writing of the aggregate Delayed Draw Term Loan Commitments arranged by the Agent. To the extent that the aggregate Delayed Draw Term Loan Commitments arranged by the Agent is less than the amount requested by the Borrower, (A) the Borrower may either submit a Notice of Borrowing Request for such lesser amount or withdraw its request for such Delayed Draw Term Loans and (B) the Agent may accept all proposed Delayed Draw Term Loan Commitments of the Lenders (in accordance with which case, for avoidance of any doubt, such Delayed Draw Term Loan Commitments of the provisions Lenders shall not be required to be allocated on a pro rata basis based on such existing Lender’s Pro Rata Share of Section 2.03the Term Loans then outstanding) to fulfill the request of the Borrower. Each Amendment NoTo the extent the Borrower so submits a Notice of Borrowing to the Agent in respect of such Delayed Draw Term Loans, such Borrowing shall be made on the date stated in such Notice of Borrowing (which shall be no less than five (5) Business Days after the date thereof (or such shorter period as the Agent and the Lenders providing such Delayed Draw Term Loans may agree) (each such borrowing date, a “Delayed Draw Funding Date”). (b) The aggregate principal amount of the Delayed Draw Term Loans made on each Delayed Draw Funding Date shall not exceed the aggregate principal amount of the then remainingcorresponding Delayed Draw Term Loan Commitments (in effect immediately prior to the making of such Delayed Draw Term Loans on such Delayed Draw Funding Date). 1 The portion of each Lender’s Delayed Draw Term Loan Commitment corresponding to the Delayed Draw Term Loan funded by such Delayed Draw Term Loan Lender will make its Amendment No. 1 shall be permanently terminated immediately and without further action upon the funding of such Delayed Draw Term Loan Commitment Percentage of on the Amendment No. 1 applicable Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing RequestFunding Date. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 The Delayed Draw Term Loan Commitment shall be reduced permanently terminated immediately and without further action on upon the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by funding of all of the amount of Amendment No. 1 Delayed Draw Term Loans made by such on the Delayed Draw Funding Date(s). (c) The proceeds of the Delayed Draw Term A Loans shall be used (i) to consummate one or both of the First Amendment NoAcquisitions, (ii) to prepay the ABL Facility Indebtedness and (iii) for general corporate and other working capital purposes. 1 The proceeds of the Delayed Draw Term B Loans shall be used (i) to consummate Permitted Acquisitions (or any other acquisition constituting a Permitted Investment), (ii) to prepay the ABL Facility Indebtedness and/or (iii) for general corporate and other working capital purposes. (d) The Borrower and each Delayed Draw Term Loan Lender on shall execute and deliver to the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on Agent such documentation as the Amendment No. 1 Agent shall reasonably specify to evidence the Delayed Draw Term Loan may not be reborrowedCommitment of such Delayed Draw Term LenderLoan Lender (including the delivery by the Borrower of customary opinions of counsel as requested by the Agent) and, if applicable, the joinder of such Delayed Draw Term Loan Lender to this Agreement and the other Loan Documents. (e) All other terms of the Delayed Draw Term Loans are as set forth in the First Amendment, the Third Amendment and this Agreement.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only (i) Subject to the satisfaction of the terms and conditions set forth in Section 4.02herein, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 a Delayed Draw Term Loans”) Loan denominated in an aggregate U.S. Dollars to the Borrowers at any time on or before the Delayed Draw Commitment Termination Date in a principal amount up to the Applicable Percentage of such Amendment No. 1 Lender of the Delayed Draw Term Loan Lender’s Amendment No. 1 Loans requested at such time at the time such Delayed Draw Term Loans are made; provided, that, the aggregate amount of all Delayed Draw Term Loans by each Lender shall not exceed the Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 such Lender (as in effect (ii) The Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall Commitment of each Lender will be no more than three (3) borrowings reduced by the amount of Amendment No. 1 each Delayed Draw Term LoansLoan by such Lender upon the making of such Delayed Draw Term Loan by such Lender, (ii) except to the borrowing of Amendment Noextent provided for in Section 2.01(b)(iii). 1 The Delayed Draw Term Loans shall constitute Loans under, and shall be up 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. (iii) The Delayed Draw Term Loans are not a revolving credit facility and may not be repaid and redrawn and any Delayed Draw Term Loans repaid hereunder are not available for reborrowing, except, that, to the Amendment No. 1 extent that each Lender shall have received a payment of principal of either a Closing Date Term Loan or a Delayed Draw Term Loan Committed Amount previously made by it and (iii) interest on no Default or Event of Default exists or has occurred and is continuing, following the Amendment No. 1 date of the receipt of such payment and its application to the repayment of the Closing Date Term Loan or Delayed Draw Term Loan, as applicable, the Borrowers may reborrow as Delayed Draw Term Loans shall commence to accrue from (the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent“Reborrowed Loans”), for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 the Closing Date Term Loans and Delayed Draw Term Terms Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.that have

Delayed Draw Term Loans. During (i) Subject to the Amendment No. 1 terms and conditions set forth herein, each Lender severally agrees to make a Delayed Draw Term Loan denominated in U.S. Dollars to the Borrowers at any time on or before the Delayed Draw Commitment PeriodTermination Date in a principal amount up to the Applicable Percentage of such Lender of the Delayed Draw Term Loans requested at such time at the time such Delayed Draw Term Loans are made; provided, that, the aggregate amount of all Delayed Draw Term Loans by each Lender shall not exceed the Delayed Draw Term Loan Commitment of such Lender (as in effect immediately prior to the making of the initial Delayed Draw Term Loans, except as otherwise provided in Section 2.01(b)(iii) below). Each Delayed Draw Term Loan shall be available to the Borrowers from and after the Closing Date until the Delayed Draw Commitment Termination Date, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 4.02 and the following conditions: (A) the Administrative Agent shall have received the request of the Borrower Representative for such Delayed Draw Term Loan Lender severally agrees to make available not less than seven (7) calendar days prior to the Borrower term loans date of the funding of such Delayed Draw Term Loan (or such shorter notice period as the Administrative Agent may agree); (B) as of the date of each Delayed Draw Term Loan, no Default or Event of Default shall exist or have occurred and be continuing; (C) the Administrative Agent shall have received the information set forth on Schedule 5.01(e) as of the week ended immediately prior to the proposed Funding Date in Dollars the same form as such information is included in a Borrowing Base Certificate not less than the two (2) Business Days prior to the “Amendment No. 1 proposed funding date of each Delayed Draw Term Loan; (D) as of the date of each Delayed Draw Term Loan, the aggregate amount of the then outstanding Closing Date Term Loans plus the Delayed Draw Term Loans shall not exceed the Term Loan Exposure Limitation; (E) the aggregate principal amount of all of the Delayed Draw Term Loans shall not exceed the Delayed Draw Term Loan Commitments (as in effect immediately prior to the making of the initial Delayed Draw Term Loans”) in an aggregate principal amount up , but subject to such Amendment No. 1 amounts as may be reborrowed as Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such timeLoans pursuant to Section 2.01(b)(iii) below); provided that and (iF) there shall be no more than three ten (310) borrowings of Amendment No. 1 Delayed Draw Term Loans, Loans during the term of this Agreement (or such other number as Administrative Agent may hereafter agree) and no more than one Delayed Draw Term Loan in any 14-day period. (ii) The Delayed Draw Term Loan Commitment of each Lender will be reduced by the borrowing amount of Amendment Noeach Delayed Draw Term Loan by such Lender upon the making of such Delayed Draw Term Loan by such Lender, except to the extent provided for in Section 2.01(b)(iii). 1 The Delayed Draw Term Loans shall constitute Loans under, and shall be up entitled to all the Amendment No. 1 Delayed Draw Term benefits afforded by, this Agreement and the other Loan Committed Amount Documents, and (iii) interest on shall, without limiting the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue foregoing, benefit equally and ratably from any guarantees and the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower security interests created by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedDocuments.

Delayed Draw Term Loans. During (i) Subject to and upon the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the terms and conditions set forth in Section 4.02herein, each Amendment No. 1 on any Delayed Draw Term Loan Funding Date each Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 with a Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 agrees, severally and not jointly, to make a Delayed Draw Term Loan Committed Amount to the Borrower in Dollars in an original principal amount equal to such Lender’s pro rata share of the Delayed Draw Term Loan Commitment multiplied by the amount of the Delayed Draw Term Loan requested in the applicable Notice of Borrowing but in any event not in excess of such Xxxxxx’s pro rata share of the then unfunded portion of the Delayed Draw Term Loan Commitment. (ii) Notwithstanding anything to the contrary contained herein or in any other document, each Delayed Draw Term Loan shall be required to be requested in a minimum principal amount of $2,000,000 and increments of $100,000 in excess thereof (or, if less at such time; provided that , the remaining unfunded portion of the respective Delayed Draw Term Loan Commitment). Each Delayed Draw Term Loan made to the Borrower shall result in an immediate and permanent reduction in the respective Delayed Draw Term Loan Commitment in the principal amount of such Delayed Draw Term Loan so made, to be shared by the Lenders with such Delayed Draw Term Loan Commitments in accordance with their pro rata shares of the Delayed Draw Term Loan Commitment then in effect. Amounts paid or prepaid in respect of the Delayed Draw Term Loans may not be reborrowed. The Delayed Draw Term Loans will (iA) there shall initially be no more than three of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans and (3B) borrowings bear interest, until the last day of Amendment No. 1 such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans, (ii) . The Initial Term Loans and the borrowing of Amendment No. 1 Delayed Draw Term Loans (if and when funded) shall have the same terms and shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) treated as a single Class for all purposes, except that interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding applicable Delayed Draw Funding Date thereof. The Borrower may request an Amendment No. 1 On the Term Loan Maturity Date, all outstanding Delayed Draw Term Loan Loans shall be repaid in full. Upon receipt by delivering a Borrowing Request in accordance with the provisions Administrative Agent of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 written notice from the Borrower, the Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrowermay be permanently reduced, in Dollars and whole or in funds immediately available to part, as directed by the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified Borrower so long as each such reduction is in the Borrowing Requesta minimum amount of $250,000. Such borrowing will then be promptly made available to reductions shall ratably reduce, in whole or in part, the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedeach Lender.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in Section 4.02herein, each Amendment No. 1 Delayed Draw Term Loan Lender severally severally, and not jointly, agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Tranche A Term LoansLoans to the Borrower, on one or more occasions during the applicable Delayed Draw Availability Period on a Business Day (ii) the borrowing of Amendment No. 1 such date on which any Delayed Draw Term Loans shall be up are made, the “Delayed Draw Funding Date”), in Dollars in a principal amount not to exceed its Delayed Draw Tranche A Term Loan Commitment and (ii) Delayed Draw Tranche B Term Loans to the Amendment No. 1 Borrower, on one or more occasions during the applicable Delayed Draw Term Loan Committed Amount and Availability Period on a Business Day (iii) interest such date on the Amendment No. 1 which any Delayed Draw Term Loans shall commence to accrue from are made, the date of funding thereof. The Borrower may request an Amendment No. 1 “Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the BorrowerFunding Date”), in Dollars and in funds immediately available a principal amount not to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with exceed its Delayed Draw Tranche B Term Loan Commitment; provided that the aggregate amount of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment Noon any Delayed Draw Funding Date shall not exceed $2,000,000 in any one (1) calendar week period. 1 Amounts paid or prepaid in respect of the Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan Loans may not be reborrowed.

Delayed Draw Term Loans. During (i) As of the Second Amendment No. 1 Effective Date, Lender made available to Borrowers a delayed draw term loan facility in a maximum principal amount of $10,000,000 and thereafter provided certain advances under such facility (each such advance, a “Delayed Draw Commitment PeriodTerm Loan Advance”). Xxxxxx’s obligation to provide Delayed Draw Term Loan Advances expired on February 28, subject only 2024. As of the Third Amendment Effective Date, the Delayed Draw Term Loan will be repaid in full from the proceeds of the 2024 Term Loan. (ii) Subject to the satisfaction terms and conditions of this Agreement, and in reliance upon the representations and warranties of Borrowers set forth herein and in the other Loan Documents, Xxxxxx agrees to make one or more term loan advances (each such advance is a “2024 Delayed Draw Term Loan Advance”) from time to time as Borrowers may request from the Third Amendment Effective Date through the second anniversary of the conditions Third Amendment Effective Date, provided, however, that (a) the aggregate principal amount of all 2024 Delayed Draw Term Loan Advances funded by Lender shall not exceed the 2024 Delayed Draw Term Loan Commitment, (b) the minimum amount of each 2024 Delayed Draw Term Loan Advance shall be $2,000,000.00, (c) no more than a total of three (3) 2024 Delayed Draw Term Loan Advances shall be permitted hereunder, and (d) contemporaneously with each request, Borrowers shall submit a compliance certificate in form and substance acceptable to Lender, in accordance with the form set forth in Section 4.02, each Amendment No. 1 10.1.3 evidencing pro forma compliance as of the last day of the most recently ended Fiscal Quarter after giving effect to the 2024 Delayed Draw Term Loan Lender severally agrees to make available to Advance on a pro forma basis. Borrowers acknowledge and agree that the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 2024 Delayed Draw Term Loan Commitment shall immediately and permanently be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 each 2024 Delayed Draw Term Loan Lender Advance on the Amendment Noa dollar for dollar basis. 1 No principal amount of any 2024 Delayed Draw Funding DateTerm Loan Advance may be reborrowed. Amounts repaid or prepaid on The proceeds of the Amendment No. 1 2024 Delayed Draw Term Loan may not be reborrowedused by KWH for distributions to Parent for use by Parent for general corporate purposes (any such distribution made in accordance with this clause (ii), a “2024 Delayed Draw Term Loan Parent Distribution”); provided (i) such distributions are made within ninety (90) days following the applicable 2024 Delayed Draw Term Loan Advance, and (ii) Borrowers shall have delivered to Lender a compliance certificate in form and substance acceptable to Lender, in accordance with the form set forth in Section 10.1.3 evidencing pro forma compliance as of the last day of the most recently ended Fiscal Quarter after giving effect to such 2024 Delayed Draw Term Loan Parent Distribution .”

Delayed Draw Term Loans. During the Amendment No. 1 To make Delayed Draw Commitment Period, subject only Term Loans to the satisfaction of Borrowers at any time and from time to time after the conditions set forth in Section 4.02, each Amendment No. 1 Closing Date until the Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) Commitment Termination Date, in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided any time outstanding that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified not result in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Lender exceeding such Lender’s Delayed Draw Term Loan Lender on Commitment. Upon the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 funding of any Delayed Draw Term Loan Loans, and at the election of the Administrative Agent, such Delayed Draw Term Loans may have the same terms as, and may be fungible with and part of the same Class and Tranche as, the Initial Term Loans. The parties hereto agree that the Administrative Agent and the Borrower may, without the consent of any other Lenders, effect such amendments to this Agreement that are reasonably necessary to reflect the funding of any Delayed Draw Term Loans as the same Class and Tranche as the Initial Term Loans or a separate Class or Tranche (including, without limitation, such actions as are necessary to maintain the fungibility of any Delayed Draw Term Loans with any Class and Tranche of then-outstanding Term Loans, to ensure that Delayed Draw Term Loans are included in each Borrowing of then-outstanding Term Loans of any Class and Tranche on a pro rata basis, and to ratably increase each scheduled amortization payment under Section 2.09 after the funding of any Delayed Draw Term Loans to include any Delayed Draw Term Loans that are of the same Class and Tranche as any then-outstanding Term Loans or as a separate Class or Tranche), notwithstanding any provisions in Section 10.02 to the contrary. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Term ----------------------- Loan Commitment Period, subject only to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 holding a Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 severally agrees to make Delayed Draw Term Loans, (iisubject to the requirements of Section 2.4, to Company in the aggregate amount up to but not exceeding such Lender's Delayed Draw Term Loan Commitment; provided, after giving effect to the making of each Delayed Draw -------- Term Loan, Holdings and Company shall be in compliance, on a pro forma basis as of the last day of the most recently concluded Fiscal Quarter, with the financial covenants set forth in Section 6.6 or 6.7, as applicable. Company may make one or more drawings under the Delayed Draw Term Loan Commitments during the Delayed Draw Term Loan Commitment Period. Any amounts borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10 and 2.11, all amounts owed hereunder with respect to the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to paid in full no later than the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Maturity Date. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 's Delayed Draw Term Loan Commitment shall be reduced terminate immediately and without further action on upon the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount full funding of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Lender's Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedCommitment.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the conditions set forth in Section 4.022.1(b), upon not less than five (5) Business Days after delivery by Borrower to Agent of a Delayed Draw Borrowing Request by no later than 3:00 PM New York City time on such day, each Amendment No. 1 Lender, severally, agrees to lend to Borrower during the Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans Commitment Period, in Dollars one or more advances (each such advance, a “Delayed Draw Term Loan” and collectively, the “Amendment No. 1 Delayed Draw Term Loans”, and together with any Closing Date Term Loans and PIK Loans each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in an aggregate a principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term Loan Lender’s Amendment No. 1 Available Amount and the Delayed Draw Term Loan Commitment Percentage of such Lender; provided, however, that the Amendment No. 1 aggregate Delayed Draw Term Loan Committed Funded Amount at such time; provided that (i) there of all Lenders shall be in no more than three (3) borrowings of Amendment No. 1 event exceed the aggregate Delayed Draw Term LoansLoan Commitments and no Delayed Draw Term Loan (other than the first Delayed Draw Term Loan, which may be made on or after the seventh day after the Closing Date) shall be made until fifteen (15) days have passed since the immediately preceding Closing Date Term Loan or Delayed Draw Term Loan, as the case may be. No Delayed Draw Term Loan shall be made until after receipt by Agent of the Delayed Draw Borrowing Request which contains the calculation of the Delayed Draw Term Loan Available Amount. Any Delayed Draw Term Loan shall be an amount of Five Million Dollars ($5,000,000). No Lender shall have any obligation to make a Delayed Draw Term Loan to Borrower if, both before and after giving effect to the Delayed Draw Term Loan, (iiA) [reserved] (B) the borrowing aggregate Delayed Draw Term Loan Funded Amount of Amendment Noall Lenders would exceed the aggregate Delayed Draw Term Loan Commitments, or (C) the Delayed Draw Term Loan Funded Amount of any Lender would exceed such Lender’s Delayed Draw Term Loan Commitment. 1 The Delayed Draw Borrowing Request shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Delayed Draw Term Loans shall be up to requested from the Amendment NoLenders on the proposed funding date. 1 No Delayed Draw Term Loan Committed Amount and (iii) interest on shall be made while the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of Period is suspended or on or after the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Dateend thereof. Amounts repaid or prepaid on any of the Amendment No. 1 Delayed Draw Term Loan Loans may not be reborrowed.

Delayed Draw Term Loans. During The Borrower shall give the Amendment No. 1 Delayed Draw Commitment PeriodAdministrative Agent an irrevocable (provided, subject only that such notice may be contingent on the occurrence of an event, and may be revoked if such event does not occur or is delayed, Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M., Pacific time, two (2) Business Days prior to the satisfaction requested funding date of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees (or such later time as the Administrative Agent may agree in its sole discretion)) prior to make available to requesting that the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to Lenders make such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans and specifying the amount to be borrowed. Upon receipt of such Notice of Borrowing, the Administrative Agent shall be up to the Amendment Nopromptly notify each Term Lender thereof. 1 Delayed Draw Term Loan Committed Amount and (iii) interest Not later than 12:00 P.M., Pacific time, on the Amendment No. 1 requested funding date of such Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 each Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will shall make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Term Loan Funding Office an amount in immediately available funds equal to the Delayed Draw Term Loan to be made by such Lender. The Administrative Agent’s office by 1:00 p.m. Agent shall credit the account of the Borrower on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by books of such office of the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment NoDelayed Draw Term Lenders. 1 In addition to the conditions set forth in Section 5.2 hereof, the following conditions must be satisfied before the time any Delayed Draw Term Lender is obligated to fund any portion of the Delayed Draw Term Loan: (A) Subject to clause (B), the Delayed Draw Term Loan Lenders and in like funds Tranche 1 will be available as received by a single drawing of the Administrative Agent. Each Amendment No. 1 full amount of such Delayed Draw Term Loan Lender’s Amendment No. 1 Tranche 1; and (B) the Delayed Draw Term Loan Commitment shall Tranche 2 will be reduced immediately and without further action on available as a single drawing of the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the full amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 the Delayed Draw Term Loan Lender on Tranche 2 and, if not previously funded, the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on full amount of the Amendment No. 1 Delayed Draw Term Loan may not Tranche 1. (ii) No Default or Event of Default exists, or would result immediately from making a Delayed Draw Term Loan or from the application of the proceeds thereof; and (iii) Immediately after giving pro-forma effect to such Delayed Draw Term Loan and the use of proceeds thereof, the Borrower shall be reborrowedin compliance on a pro forma basis with the financial covenants set forth in Section 7.1 (recomputed for the most recent quarter for which financial statements and Compliance Certificate have been delivered and assuming such funding occurred on the last day thereof) based upon a certificate of a Responsible Officer together with supporting documentation delivered to the Administrative Agent (a “DDTL Compliance Certificate”).

Delayed Draw Term Loans. During (i) If at any time after the Amendment No. 1 Delayed Draw Commitment Period, subject only Closing Date either Borrower or Administrative Agent identifies a prospective Lender or Lenders who is or are willing to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 make a Delayed Draw Term Loan (which prospective Lender severally agrees to make available may include a Lender as of the date hereof) (each, a “Prospective DDTL Lender”), then Borrower or Administrative Agent, as applicable, shall send written notice (a “Prospective Delayed Draw Loan Notice”) to the Borrower term loans in Dollars other party of the same, which notice shall (A) identify the “Amendment No. 1 Delayed Draw Term Loans”Prospective DDTL Lender, (B) in an aggregate state the principal amount up to such Amendment No. 1 of Delayed Draw Term Loan Lender’s Amendment No. 1 such Prospective DDTL Lender is willing to fund on the Delayed Draw Term Loan Commitment Percentage Date (which, for the avoidance of doubt shall not be less than Five Million Dollars ($5,000,000) and when aggregated with all other Delayed Draw Term Loans funded from time to time, shall not exceed Sixty Million Dollars ($60,000,000) in the Amendment No. 1 aggregate), and (C) state any other material terms, conditions and provisions upon which such Prospective DDTL Lender is willing to make the Delayed Draw Term Loan Committed Amount at which differ from the terms and provisions of the Loan Documents in effect as of the date of such time; provided that (i) there shall be no more than three (3) borrowings Prospective Delayed Draw Loan Notice. The terms and provisions of Amendment No. 1 each Delayed Draw Term LoansLoan shall be either identical to those in effect immediately prior to the applicable Delayed Draw Term Loan Date (other than changes required to admit the Prospective DDTL Lender and increase the outstanding principal balance of the Loan), or more beneficial (iiincluding in respect to pricing, fees, terms, conditions, representations, warranties and covenants) for the borrowing Prospective DDTL Lender than those in effect for the Initial Term Loans (and if more beneficial, then any Lenders in existence as of Amendment Nothe applicable Delayed Draw Term Loan Date shall also receive the benefit of such more beneficial provisions). 1 The parties hereto each acknowledge and agree that in no event shall Borrower be permitted to borrow an amount of Delayed Draw Term Loans in excess of $60,000,000 in the aggregate. (ii) If Administrative Agent was the party who delivered the Prospective Delayed Draw Loan Notice, then Borrower shall be up have a period of ten (10) Business Days from receipt of such Prospective Delayed Draw Loan Notice to notify Administrative Agent in writing that it intends to borrow the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 terms and provisions set forth in the Prospective Delayed Draw Loan Notice (and Borrower’s failure to send such written notice shall be deemed a rejection of such Delayed Draw Term Loans Loan). If either (I) Borrower is the party who sent the Prospective Delayed Draw Loan Notice, or (II) Borrower affirmatively responds to Administrative Agent pursuant to the preceding sentence of this paragraph that it intends to consummate such borrowing, then each of Administrative Agent, Borrowers, the Prospective DDTL Lender and Lenders shall commence thereafter work in good faith to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 negotiate, prepare and execute definitive documentation with respect to such Delayed Draw Term Loan by delivering (which may include a Borrowing Request in accordance with joinder to the provisions of Section 2.03. Each Amendment No. 1 loan document and/or amendments or modifications thereto, as necessary) and otherwise consummate such Delayed Draw Term Loan Lender will make its Amendment No. 1 as soon as reasonably practicable thereafter. (iii) At least one Business Day prior to the Delayed Draw Term Loan Commitment Percentage of Date, the Amendment No. 1 Borrowers shall deliver to the Administrative Agent a fully executed Borrowing Notice requesting that the Prospective DDTL Lender fund the applicable Delayed Draw Term Loan borrowing available on the Delayed Draw Term Loan Date in the aggregate amount proposed in the Prospective Delayed Draw Loan Notice (or such other amount as may thereafter be agreed to by the parties). Promptly upon receipt by the Administrative AgentAgent of such Borrowing Notice, for the account Administrative Agent shall notify the Prospective DDTL Lender of the Borrower, in Dollars and in funds immediately proposed Borrowing. The Prospective DDTL Lender shall make its Delayed Draw Term Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the Delayed Draw Term Loan Date, by wire transfer of same day funds in Dollars, at the Administrative Agent’s office by 1:00 p.m. on Principal Office. Upon satisfaction or waiver of the date conditions precedent specified in Section 4.02 and any other terms and conditions required by the Borrowing Request. Such borrowing will then be promptly made available to Prospective DDTL Lender and the Borrower by execution and delivery of definitive joinder and/or amendment documentation reflecting the terms of the Delayed Draw Term Loan, the Administrative Agent on such date by crediting the applicable account designated shall cause an amount of same day funds in Dollars to be credited to the Borrower Interest Reserve Account and the Loan Proceeds Account in accordance with the aggregate sources and uses of the amounts made available to the Administrative Agent by the Amendment No. 1 such Delayed Draw Term Loan Lenders and in like funds as received by to be agreed between the Borrowers, the Administrative Agent. Each Amendment No. 1 Agent and the applicable Prospective DDTL Lender; provided that the Interest Reserve Account shall first be fully funded in an aggregate amount of interest then due and payable to all Lenders through and including the Maturity Date. (iv) For the avoidance of doubt, no Lender shall be obligated to make any Delayed Draw Term Loan Lender’s Amendment Noexcept in its sole and absolute discretion. 1 Any amount borrowed under this Section 2.01(c) and subsequently repaid or prepaid may not be reborrowed. For the avoidance of doubt it is understood and agreed that as of the date hereof the aggregate amount of Delayed Draw Term Loan Commitment shall be reduced immediately Commitments is Zero Dollars ($0). (v) Borrower further acknowledges and without further action on agrees that a payment of two percent(2%) of the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the principal amount of Amendment No. 1 each Delayed Draw Term Loans made by such Amendment No. 1 Loan due to the Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may Date, constitutes an OID and, as such, will not be reborrowedadvanced to Borrower on the Delayed Draw Term Loan Date by such Delayed Draw Term Loan Lender; provided, however, that such OID constitutes a portion of the outstanding indebtedness evidenced by the Note held by the Delayed Draw Term Loan Lender as of the Delayed Draw Term Loan Date and, accordingly, interest will accrue thereon from and after such date.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 (a) Each Delayed Draw Term Loan Lender Lender, severally agrees and not jointly, agrees, upon the terms and subject to the conditions hereinafter set forth to make available to a term loan (each a "Delayed Draw Term Loan" and collectively, the Borrower term loans in Dollars (the “Amendment No. 1 "Delayed Draw Term Loans”"), to the Borrower in up to five (5) draws on any Business Day during the Delayed Draw Term Loan Availability Period in an aggregate a principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 's Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that Commitment. (ib) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 The Delayed Draw Term Loans shall be up used solely, (i) to make the Amendment No. 1 Delayed Draw Term Loan Committed Amount and APS Acquisition, (ii) to pay the outstanding balance owed to ElderTrust or its Affiliates on certain loans secured by mortgages on certain properties owned by the Borrower or its Consolidated Subsidiaries, (iii) interest on in connection with the Amendment No. 1 exercise of the Facility Purchase Options and the purchase of the facilities that are the subject thereof and any fees and expenses incurred in connection therewith and (iv) to make Specified Payments. (c) The Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan be made by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 each Delayed Draw Term Loan Lender will make ratably in accordance with its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative AgentPercentage. (d) Once repaid, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 no Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedre-borrowed.

Delayed Draw Term Loans. (a) Delayed Draw Term Loan Commitments. During the Amendment No. 1 Delayed Draw Term Loan Commitment Period, subject only to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) Loans to the Borrowers in an aggregate principal amount up to but not exceeding such Amendment No. 1 Lender’s Delayed Draw Term Loan Lender’s Amendment No. 1 Commitment; provided, that after giving effect to the making of any Delayed Draw Term Loan, in no event shall the Total Utilization of Delayed Draw Term Loan Commitment Percentage of Commitments exceed the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (iCommitments then in effect. Any amount borrowed under this Section 2.02(a) there shall and subsequently repaid or prepaid may not be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03reborrowed. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 applicable Delayed Draw Term Loan Commitment shall be reduced immediately and without further action expire on the Amendment No. 1 Delayed Draw Funding Term Loan Commitment Termination Date on a dollar-for-dollar basis by the amount of Amendment No. 1 and all Delayed Draw Term Loans made by such Amendment No. 1 and all other amounts owed hereunder with respect to the Delayed Draw Term Loans and the Delayed Draw Term Loan Lender on Commitments shall be paid in full no later than the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedMaturity Date.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment PeriodEach Credit Party and each Lender (severally, subject only to the satisfaction in respect of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Loans held by such Lenders) acknowledges and confirms that each Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 identified on Appendix A-4 holds Delayed Draw Term Loans”) Loans under the Existing Credit Agreement in an aggregate the respective principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage amounts outstanding as of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at Effective Date set forth opposite its name on Appendix A-4 (such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, the "EXISTING DELAYED DRAW TERM LOANS"). Each Credit Party hereby represents, warrants, agrees, covenants and (ii1) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Delayed Draw Term Loans and (2) reaffirms its obligation to pay such Obligations in respect of such Existing Delayed Draw Term Loans in accordance with the borrowing terms and conditions of Amendment Nothis Agreement and the other Credit Documents. 1 Based on the foregoing, (A) Company and each Lender agree that any principal amounts owed (whether or not presently due and payable) by Borrower to Lenders in respect of the Existing Delayed Draw Term Loans, shall, as of the Effective Date, be maintained as Delayed Draw Term Loans hereunder. All interest and fees accrued to the Effective Date with respect to the Existing Delayed Draw Term Loans shall be up to payable on the Amendment Nonext applicable Interest Payment Date for such Loans. 1 Any Delayed Draw Term Loan Committed Amount Loans repaid or prepaid may not be reborrowed. Subject to Sections 2.10 and (iii) interest on 2.11, all amounts owed hereunder with respect to the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from be paid in full no later than the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Maturity Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only (i) Subject to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Lender holding a Delayed Draw Term Loan Lender Commitment severally agrees agrees, during the Delayed Draw Term Loan Availability Period, to make available make, in Dollars, one or more term loans (a “Delayed Draw Term Loan”) to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up not to exceed the amount set forth opposite such Amendment No. 1 Xxxxxx’s name in Schedule A under the heading “Delayed Draw Term Loan Lender’s Amendment NoCommitment”. (ii) The Delayed Draw Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans. (iii) The Delayed Draw Term Loan drawing will be made as Initial Term Loans by increasing the principal amount thereof and the Delayed Draw Term Loan Commitments of the Lenders shall be reduced, on a pro rata basis, by a corresponding amount so long as and to the extent that such Delayed Draw Term Loan would be fungible with the Initial Term Loans at the time of the Incurrence of such Delayed Draw Term Loan (as determined in good faith by the Borrower, which determination shall be conclusive). 1 If such Delayed Draw Term Loan would not be fungible with the Initial Term Loans (as determined in good faith by the Borrower, which determination shall be conclusive) at the time of Incurrence of such Delayed Draw Term Loan, then such Delayed Draw Term Loan shall be established as a separate Tranche. Delayed Draw Term Loans incurred hereunder may not be reborrowed. On the date of incurrence of the Delayed Draw Term Loan (and after giving effect to the incurrence thereof), the Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that each Lender shall terminate (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may extent not be reborrowedtheretofore terminated).

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the conditions set forth in Section 4.021.1(b) and this Agreement, upon not less than fifteen (15) Business Days after delivery by Borrower to Agent of a Delayed Draw Borrowing Request by no later than 3:00 PM New York City time on such day, each Amendment No. 1 Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (Loan” 2 and collectively, the “Amendment No. 1 Delayed Draw Term Loans”, and together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in an aggregate a principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term Loan Lender’s Amendment No. 1 Available Amount and the Delayed Draw Term Loan Commitment Percentage of such Lender; provided, however, that the Amendment No. 1 aggregate Delayed Draw Term Loan Committed Funded Amount of all Lenders shall in no event exceed the aggregate Delayed Draw Term Loan Commitments. The Lenders shall make no more than one Delayed Draw Term Loan in any Fiscal Quarter commencing with the Fiscal Quarter ending on September 30, 2019. No Delayed Draw Term Loan shall be made until after receipt by Agent of the Delayed Draw Borrowing Request which contains the calculation of the Delayed Draw Term Loan Available Amount. Any Delayed Draw Term Loan shall be in a minimum amount of One Million Dollars ($1,000,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof. No Lender shall have any obligation to make a Delayed Draw Term Loan to Borrower if, both before and after giving effect to the Delayed Draw Term Loan, (A) any Default or Event of Default exists and is continuing or would result therefrom, (B) the aggregate Delayed Draw Term Loan Funded Amount of all Lenders would exceed the aggregate Delayed Draw Term Loan Commitments, (C) the Delayed Draw Term Loan Funded Amount of any Lender would exceed such Lender’s Delayed Draw Term Loan Commitment, (D) the Cash Balance on the funding date is less than $6,000,000 or (E) the Borrower is not in compliance with the covenants set forth in Section 4.2 (including the Performance Metrics, to the extent measured at such time; provided that (i) there on a pro forma basis. The Delayed Draw Borrowing Request shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) irrevocable and binding on Borrower and shall obligate Borrower to accept the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to requested from the Amendment NoLenders on the proposed funding date. 1 Each Lender’s Delayed Draw Term Loan Committed Amount and shall be evidenced by a promissory note (iii) interest on the Amendment No. 1 each, a “Delayed Draw Term Loans shall commence Note”) duly executed and delivered by the Borrower prior to accrue from the date funding of funding thereof. The Borrower may request an Amendment No. 1 such Delayed Draw Term Loan by delivering a Borrowing Request in the form attached hereto as Exhibit B-2 and be repayable in accordance with the provisions terms of Section 2.03. Each Amendment No. 1 such Delayed Draw Term Loan Lender will make its Amendment NoNote and this Agreement. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 The Delayed Draw Term Loan Commitment shall be reduced immediately and without further action reduce to zero automatically on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Commitment Expiration Date and no Delayed Draw Term Loan may not shall be reborrowedmade on or after the Delayed Draw Term Loan Commitment Expiration Date.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the conditions set forth in Section 4.021.1(b) and this Agreement, upon not less than fifteen (15) Business Days after delivery by Borrower to Agent of a Delayed Draw Borrowing Request by no later than 3:00 PM New York City time on such day, each Amendment No. 1 Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (Loan” and collectively, the “Amendment No. 1 Delayed Draw Term Loans”, and together 2 with any Closing Date Term Loans and any Third Amendment Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in an aggregate a principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term Loan Lender’s Amendment No. 1 Available Amount and the Delayed Draw Term Loan Commitment Percentage of such Lender; provided, however, that the Amendment No. 1 aggregate Delayed Draw Term Loan Committed Funded Amount of all Lenders shall in no event exceed the aggregate Delayed Draw Term Loan Commitments. The Lenders shall make no more than one Delayed Draw Term Loan in any Fiscal Quarter commencing with the Fiscal Quarter ending on September 30, 2019. No Delayed Draw Term Loan shall be made until after receipt by Agent of the Delayed Draw Borrowing Request which contains the calculation of the Delayed Draw Term Loan Available Amount. Any Delayed Draw Term Loan shall be in a minimum amount of One Million Dollars ($1,000,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof. No Lender shall have any obligation to make a Delayed Draw Term Loan to Borrower if, both before and after giving effect to the Delayed Draw Term Loan, (A) any Default or Event of Default exists and is continuing or would result therefrom, (B) the aggregate Delayed Draw Term Loan Funded Amount of all Lenders would exceed the aggregate Delayed Draw Term Loan Commitments, (C) the Delayed Draw Term Loan Funded Amount of any Lender would exceed such Lender’s Delayed Draw Term Loan Commitment, (D) the Cash Balance on the funding date is less than $6,000,000 or (E) the Borrower is not in compliance with the covenants set forth in Section 4.2 (including the Performance Metrics, to the extent measured at such time; provided that (i) there on a pro forma basis. The Delayed Draw Borrowing Request shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) irrevocable and binding on Borrower and shall obligate Borrower to accept the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to requested from the Amendment NoLenders on the proposed funding date. 1 Each Lender’s Delayed Draw Term Loan Committed Amount and shall be evidenced by a promissory note (iii) interest on the Amendment No. 1 each, a “Delayed Draw Term Loans shall commence Note”) duly executed and delivered by the Borrower prior to accrue from the date funding of funding thereof. The Borrower may request an Amendment No. 1 such Delayed Draw Term Loan by delivering a Borrowing Request in the form attached hereto as Exhibit B-2 and be repayable in accordance with the provisions terms of Section 2.03. Each Amendment No. 1 such Delayed Draw Term Loan Lender will make its Amendment NoNote and this Agreement. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 The Delayed Draw Term Loan Commitment shall be reduced immediately and without further action reduce to zero automatically on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Commitment Expiration Date and no Delayed Draw Term Loan may not shall be reborrowedmade on or after the Delayed Draw Term Loan Commitment Expiration Date.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction terms and conditions of the conditions set forth in Section 4.02this Agreement, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 with a Delayed Draw Term Loan Commitment Percentage severally (and not jointly with any other Lender) agrees to make a term loan to Borrowers in accordance with Section 2.2, in its pro rata share of such requested Delayed Draw Term Loans; provided, that after giving effect to each such Delayed Draw Term Loan, (A) the Amendment No. 1 outstanding balance of all Loans will not exceed the Borrowing Base and (B) the sum of each Lender’s outstanding balance of Delayed Draw Term Loans will not exceed such Lxxxxx’s Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment NoCommitment. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 All Delayed Draw Term Loans shall be up to the Amendment Nomade in and repayable in Dollars. 1 The Delayed Draw Term Loan Committed Amount and (iii) interest Commitments shall expire on the Amendment NoDelayed Draw Expiration Date; provided that the applicable portion of the Delayed Draw Term Loan Commitment will terminate upon the funding of the corresponding Delayed Draw Term Loans by the Lenders. 1 The Delayed Draw Term Loans are not a revolving credit facility and if repaid, may not be redrawn, and any repayments or prepayments of principal on the Delayed Draw Term Loans shall commence to accrue from permanently reduce the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedLoans.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Term Loan ----------------------- Commitment Period, subject only to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 holding a Delayed Draw Term Loan Commitment Percentage of severally agrees to make Delayed Draw Term Loans to OpCo in the Amendment No. 1 aggregate amount up to but not exceeding such Lender's Delayed Draw Term Loan Committed Amount at such timeCommitment; provided that (i) there shall be no more than three (3) borrowings -------- after giving effect to the making of Amendment No. 1 any Delayed Draw Term Loans, Loans in no event shall (iix) the borrowing Total Utilization of Amendment Nothe Delayed Draw Term Loan Commitments exceed the Delayed Draw Term Loan Commitments then in effect and (y) the Total Utilization Exposure exceed the Borrowing Base as set forth in a Borrowing Base Certificate delivered pursuant to Section 5.1(e) in connection with the making of such Loans; provided, however, that if, on -------- ------- the date which is twelve (12) months following the Closing Date, any portion of the Delayed Draw Term Loan Commitment is not permitted to be drawn as a result of the application of clause (y) of the immediately preceding proviso, OpCo shall be entitled (but not obligated) to borrow the portion of the Delayed Draw Term Loans which is required to be drawn on such date in accordance with the last sentence of this paragraph, so long as such amount (the "Escrowed Funds") is held in a pledged account included in the Collateral in which the Collateral Agent for the benefit of the Secured Parties has a First Priority Lien on such terms and conditions satisfactory to Administrative Agent until such time as OpCo demonstrates compliance with such proviso in a Borrowing Certificate delivered pursuant to Section 5.1(e). 1 OpCo may make one or more drawings on the Delayed Draw Term Loan Commitments during the Delayed Draw Term Loan Commitment Period. Any amounts borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10(a), 2.11(a) and 2.12, all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be up to paid in full no later than the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Maturity Date. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 's Delayed Draw Term Loan Commitment shall be reduced terminate immediately and without further action upon the funding in full of such Lender's Delayed Draw Term Loan Commitment. The Delayed Draw Term Loan Commitment shall expire immediately and without further action on a date occurring twelve (12) months after the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Closing Date, if Delayed Draw Term Loans made by such Amendment No. 1 in an amount equal to the aggregate Delayed Draw Term Loan Lender Commitments are not made on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowedbefore such date.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only (i) Subject to the satisfaction of terms and conditions hereof and in reliance upon the conditions representations and warranties set forth in Section 4.02herein, each Amendment No. 1 Delayed Draw Term Loan Lender severally severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent), to the extent requested by the Borrower pursuant to clause (b)(ii)(A) hereof, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an the aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of ONE HUNDRED EIGHTEEN MILLION DOLLARS ($118,000,000) (the Amendment No. 1 “Delayed Draw Term Loan Committed Amount at Amount”) for the purposes hereinafter set forth (such timefacility, the “Delayed Draw Term Loan Facility”); provided that the Delayed Draw Term Loans shall (iA) there shall be no more than three available in multiple draws during the Delayed Draw Availability Period, (3B) borrowings be subject to satisfaction of Amendment Nothe conditions contained in Section 4.2 of this Agreement and (C) be used to repay the Existing Notes or deposited into the DDTL Account, in each case, immediately upon any borrowing thereof. 1 Upon receipt by the Administrative Agent of the proceeds of the Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing such proceeds will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to 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 the amounts such proceeds made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis Agent (or by crediting such other account(s) as directed by the amount of Amendment NoBorrower). 1 Delayed Draw Term Loans 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 Delayed Draw Funding Date. LIBOR Rate Loans shall be made by such Amendment No. 1 each Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Dateat its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan Loans may not be reborrowed. Any interest accrued on amounts deposited in the DDTL Account shall be payable to the Borrower.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only (i) Subject to the satisfaction of terms and conditions set forth herein, including the conditions set forth in Section 4.023.2, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available to the Borrower its portion of a term loans loan denominated in Dollars (the “Amendment No. 1 Delayed Draw Term LoansLoan”) ), ratably in proportion to its Pro Rata Share of the Delayed Draw Term Loan Commitments, to the Borrower, on a date specified by the Borrower during the Delayed Draw Term Loan Availability Period (the “Delayed Draw Term Loan Funding Date”), in an aggregate principal amount up to outstanding at any time that will not result in (a) the outstanding amount of such Amendment No. 1 Lender’s Delayed Draw Term Loan exceeding such Lender’s Amendment No. 1 Delayed Draw Term Commitment or (b) the aggregate outstanding amount of all Lenders’ Delayed Draw Term Loan Commitment Percentage of exceeding the Amendment No. 1 aggregate Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding DateCommitments. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed. (ii) The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Delayed Draw Term Loan Borrowing substantially in the form of Exhibit 2.5 (a “Notice of Delayed Draw Term Loan Borrowing”) (x) prior to 11:00 a.m. on the requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. The Notice of Delayed Draw Term Loan Borrowing shall be irrevocable, shall specify (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period); provided, however, that such notice may be contingent on the closing of the Project Sapphire Acquisition and may be revoked if the closing of the Project Sapphire Acquisition does not occur or is delayed subject to the payment of all amounts required pursuant to Section 2.19. The Delayed Draw Term Loan Borrowing shall consist of Base Rate Loans or Eurodollar Loans or a combination thereof, as the Borrower may request. The aggregate principal amount of each Borrowing shall be not less than $1,000,000 or a larger multiple of $500,000. Promptly following the receipt of a Notice of Delayed Draw Term Loan Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Delayed Draw Term Loan to be made as part of the requested Delayed Draw Term Loan Borrowing.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only (i) Subject to the satisfaction of the terms and conditions set forth in hereof (including Section 4.026 hereof), each Amendment No. 1 Lender with a Delayed Draw Term Loan Lender Commitment severally agrees to make available to the Borrower one or more term loans in Dollars (each, a “Delayed Draw Term Loan” and collectively the “Amendment No. 1 Delayed Draw Term Loans”) from time to time to Borrower in an aggregate principal amount up to such Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Dollars, so long as the Delayed Draw Term Loan Commitment Percentage Expiration Date has not occurred, in an aggregate amount not to exceed at any time outstanding the amount of the Amendment No. 1 such Xxxxxx’s Delayed Draw Term Loan Committed Amount at Commitment as set forth under the heading “Delayed Draw Term Loan Commitment” on Schedule 1.1, as such timeamount may be adjusted or reduced pursuant to the terms hereof; provided provided, that (i) there shall be no more than three (3) borrowings of Amendment No. 1 immediately before and after giving effect to each such Delayed Draw Term Loans, (i) the aggregate amount of Delayed Draw Term Loans from such Lender shall not exceed such Xxxxxx’s Delayed Draw Term Loan Commitment, as such amount may be adjusted or reduced pursuant to the terms hereof and (ii) the aggregate amount of all Delayed Draw Term Loans shall not exceed the Delayed Draw Term Loan Commitments, as such amount may be adjusted or reduced pursuant to the terms hereof. (ii) Upon the borrowing of Amendment No. 1 any Delayed Draw Term Loans, such Delayed Draw Term Loans shall be up part of the same class as, and treated in all respects as so as to be fungible with, the Initial Term Loans. (iii) Subject to the Amendment No. 1 terms and conditions hereof, the Delayed Draw Term Loans may be funded in two (2), and no more than two (2), separate borrowings. (iv) Each Lender’s Commitment set forth under the definition of “Delayed Draw Term Loan Committed Amount and (iii) interest on Commitment” herein shall be reduced by the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date amount of funding thereof. The Borrower may request an Amendment No. 1 any Delayed Draw Term Loan by delivering a Borrowing Request in accordance with that is made and shall automatically terminate on the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Expiration Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the conditions set forth in Section 4.021.1(b) and this Agreement, upon not less than fifteen (15) Business Days after delivery by Borrower to Agent of a Delayed Draw Borrowing Request by no later than 3:00 PM New York City time on such day, each Amendment No. 1 Lender, severally, agrees to lend to Borrower, in one or more advances (each such advance, a “Delayed Draw Term Loan Lender severally agrees to make available to the Borrower term loans in Dollars (Loan” and collectively, the “Amendment No. 1 Delayed Draw Term Loans”, and together with any Closing Date Term Loans and any Third Amendment Term Loans, each, a “Term Loan”, and collectively, the “Term Loans” or the “Loan”) in an aggregate a principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term Loan Lender’s Amendment No. 1 Available Amount and the Delayed Draw Term Loan Commitment Percentage of such Lender; provided, however, that the Amendment No. 1 aggregate Delayed Draw Term Loan Committed Funded Amount of all Lenders shall in no event exceed the aggregate Delayed Draw Term Loan Commitments. The Lenders shall make no more than one Delayed Draw Term Loan in any Fiscal Quarter commencing with the Fiscal Quarter ending on September 30, 2019. No Delayed Draw Term Loan shall be made until after receipt by Agent of the Delayed Draw Borrowing Request which contains the calculation of the Delayed Draw Term Loan Available Amount. Any Delayed Draw Term Loan shall be in a minimum amount of One Million Dollars ($1,000,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess thereof. No Lender shall have any obligation to make a Delayed Draw Term Loan to Borrower if, both before and after giving effect to the Delayed Draw Term Loan, (A) any Default or Event of Default exists and is continuing or would result therefrom, (B) the aggregate Delayed Draw Term Loan Funded Amount of all Lenders would exceed the aggregate Delayed Draw Term Loan Commitments, (C) the Delayed Draw Term Loan Funded Amount of any Lender would exceed such Lender’s Delayed Draw Term Loan Commitment, (D) the Cash Balance on the funding date is less than $6,000,000 or (E) the Borrower is not in compliance with the covenants set forth in Section 4.2 (including the Performance Metrics, to the extent measured at such time; provided that (i) there on a pro forma basis. The Delayed Draw Borrowing Request shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) irrevocable and binding on Borrower and shall obligate Borrower to accept the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to requested from the Amendment NoLenders on the proposed funding date. 1 Each Lender’s Delayed Draw Term Loan Committed Amount and shall be evidenced by a promissory note (iii) interest on the Amendment No. 1 each, a “Delayed Draw Term Loans shall commence Note”) duly executed and delivered by the Borrower prior to accrue from the date funding of funding thereof. The Borrower may request an Amendment No. 1 such Delayed Draw Term Loan by delivering a Borrowing Request in the form attached hereto as Exhibit B-2 and be repayable in accordance with the provisions terms of Section 2.03. Each Amendment No. 1 such Delayed Draw Term Loan Lender will make its Amendment NoNote and this Agreement. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 The Delayed Draw Term Loan Commitment shall be reduced immediately and without further action reduce to zero automatically on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Commitment Expiration Date and no Delayed Draw Term Loan may not shall be reborrowedmade on or after the Delayed Draw Term Loan Commitment Expiration Date.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in herein, including, without limitation, Section 4.022.01(d) below, each Amendment No. 1 Delayed Draw Term Loan Lender severally and not jointly agrees to make available Delayed Draw Term Loans to the Borrower term loans in Dollars (during the “Amendment No. 1 Availability Period for the Delayed Draw Term Loans”) Loan Facility, in an aggregate principal amount at any one time outstanding up to to, but not exceeding, the amount of such Amendment No. 1 Lender’s Delayed Draw Term Loan Commitment. The principal amount of any Delayed Draw Term Loan to be made by any Lender shall not exceed such Lender’s Amendment Noremaining unfunded Delayed Draw Term Loan Commitment. 1 Amounts borrowed under this Section 2.01(c) are collectively referred to as the “Delayed Draw Term Loan”. The Delayed Draw Term Loan may be funded in up to three (3) separate draws prior to the Delayed Draw Term Loan Commitment Percentage Termination Date, with the first two (2) Borrowings of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall each to be up to the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date in a minimum amount of funding thereof$25,000,000. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced automatically reduce immediately upon and without further action in the principal amount of each Delayed Draw Term Loan made hereunder, and any remaining Delayed Draw Term Loan Commitments of the Lenders shall terminate on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount Term Loan Commitment Termination Date. Amounts prepaid or repaid in respect of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 Delayed Draw Term Loan may not be reborrowed.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in hereof (including, without limitation, Section 4.023.02(a)), each Amendment No. 1 Lender with a Delayed Draw Term Loan Lender Commitment severally agrees to make available one or more Term Loans to the Borrower term loans in Dollars during the period from the Closing Date until the Delayed Draw Term Loan Commitment Termination Date (collectively, the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up for all such Delayed Draw Term Loans not to exceed such Amendment No. 1 Xxxxxx’s Delayed Draw Term Loan Lender’s Amendment NoCommitment. 1 Delayed Draw Term Loan Commitment Percentage of Any amounts borrowed under this Section 2.01(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11 and 2.12, all amounts owed hereunder with respect to the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up to paid in full no later than the Amendment No. 1 Delayed Draw Term Loan Committed Amount and (iii) interest on the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Maturity Date. Each Amendment No. 1 Delayed Draw Term Loan Lender will make its Amendment No. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced terminate immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Commitment Termination Date. Amounts repaid or prepaid on For the Amendment No. 1 avoidance of doubt, if the Delayed Draw Term Loan may Commitments have not been drawn in full by the Delayed Draw Term Loan Commitment Termination Date, any remaining undrawn Delayed Draw Term Loan Commitments shall automatically be reborrowedreduced to zero.

Delayed Draw Term Loans. During Subject to the Amendment No. 1 terms and conditions of this Agreement, each Lender may from time to time, but only during the Delayed Draw Commitment Availability Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term Loan Lender severally agrees to make available one or more additional term loans to the Borrower term loans in Dollars (the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up to such Amendment No. 1 ” and each, a “Delayed Draw Term Loan Loan”), in the amount equal to such Lender’s Amendment No. 1 pro rata share (in proportion with their respective Delayed Draw Term Loan Commitment Percentage Commitments as set forth on Schedule 2.01) of the Amendment Norequested borrowing amount set forth in the notice of borrowing delivered pursuant to Section 3.02(a). 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) Each request by the borrowing of Amendment No. 1 Borrower for Delayed Draw Term Loans shall be up to in a minimum aggregated amount for all Lenders of $250,000 (or, if less than $250,000, the Amendment No. 1 entire undrawn Delayed Draw Term Loan Committed Amount and (iii) interest on Commitment then outstanding at the Amendment Notime of such borrowing). 1 The aggregate principal amount of such Delayed Draw Term Loans shall commence to accrue not exceed the Delayed Draw Commitment. Such Delayed Draw Term Loans shall mature on the Maturity Date and shall bear interest on the unpaid balance thereof from the date of funding thereofapplicable Delayed Draw Funding Date until the Maturity Date. The Borrower may request an Amendment No. 1 borrowing of a Delayed Draw Term Loan by delivering a Borrowing Request shall be subject to (i) the written consent of the Required Lenders and the satisfaction or waiver of each of the other conditions precedent set forth in accordance with Section 3.02 and (ii) each Lender shall have received an irrevocable written request from the provisions of Section 2.03. Each Amendment No. 1 Borrower, which written request shall specify (x) the proposed Business Day on which such requested Delayed Draw Term Loan Lender will make its Amendment No. 1 is to be funded (the “Delayed Draw Funding Date”), (y) the aggregate principal amount of the Delayed Draw Term Loan Commitment Percentage of to be borrowed and (z) the Amendment No. 1 Delayed Draw Term Loan borrowing available to the Administrative Agentremaining availability, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting following the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment No. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on the Amendment No. 1 , for borrowings of Delayed Draw Term Loan may not be reborrowedLoans.

Delayed Draw Term Loans. (a) During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term A Loan Lender severally agrees to make available to Availability Period, the Borrower may request, in accordance with this Section 2.5(a), up to four (4) draws of delayed draw term loans in Dollars (the “Amendment NoDelayed Draw Term A Loans”) in an aggregate principal amount not to exceed the Delayed Draw Term A Loan Amount. 1 During the Delayed Draw Term B Loan Availability Period, the Borrower may request, in accordance with this Section 2.5(a), draws of delayed draw term loans (the “Delayed Draw Term B Loans”, and together with the Delayed Draw Term A Loans, the “Delayed Draw Term Loans”) in an aggregate principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term B Loan Lender’s Amendment NoAmount. 1 Delayed Draw Term Loan Commitment Percentage Each such draw of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up in a minimum amount of $20,000,000, or an amount equal to the Amendment No. 1 remaining Delayed Draw Term Loan Committed Amount and (iii) interest on Commitments. Each request by the Amendment No. 1 Borrower for Delayed Draw Term Loans shall commence be in writing to accrue from the date Agent and shall set forth the amount of funding thereofthe Delayed Draw Term Loans being requested. The Borrower may Upon receipt of the Borrower’s request an Amendment No. 1 for Delayed Draw Term Loans, the Agent shall offer each existing Lender the opportunity to provide (but, for the avoidance of doubt, no existing Lender shall have any obligation to provide) a portion of the Delayed Draw Term Loan Commitments so requested by delivering the Borrower (with each existing Lender having the opportunity to provide a portion of the Delayed Draw Term Loan Commitments in an amount determined by it in its sole discretion); provided, that to the extent that the aggregate Delayed Draw Term Loan Commitments offered to be provided by the existing Lenders exceed the Borrower’s initial request, the Agent shall allocate such Delayed Draw Term Loan Commitments on a pro rata basis based on each such offering existing Lender’s Pro Rata Share of the Term Loans then outstanding; provided, further, that (A) each existing Lender shall be deemed to decline to exercise its right to provide its Pro Rata Share of the Delayed Draw Term Loan Commitments if such Lender does not agree to provide such Delayed Draw Term Loan Commitments within three (3) Business Days after the Agent so offers the same to such existing Lender and (ii) the Agent may thereafter offer to additional potential Lenders (in addition to the existing Lenders) the ability to provide Delayed Draw Term Loan Commitments so declined by the existing Lenders without any further obligation to the existing Lenders. The Agent shall promptly thereafter notify the Borrower in writing of the aggregate Delayed Draw Term Loan Commitments arranged by the Agent. To the extent that the aggregate Delayed Draw Term Loan Commitments arranged by the Agent is less than the amount requested by the Borrower, (A) the Borrower may either submit a Notice of Borrowing Request for such lesser amount or withdraw its request for such Delayed Draw Term Loans and (B) the Agent may accept all proposed Delayed Draw Term Loan Commitments of the Lenders (in accordance with which case, for avoidance of any doubt, such Delayed Draw Term Loan Commitments of the provisions Lenders shall not be required to be allocated on a pro rata basis based on such existing Lender’s Pro Rata Share of Section 2.03the Term Loans then outstanding) to fulfill the request of the Borrower. Each Amendment NoTo the extent the Borrower so submits a Notice of Borrowing to the Agent in respect of such Delayed Draw Term Loans, such Borrowing shall be made on the date stated in such Notice of Borrowing (which shall be no less than five (5) Business Days after the date thereof (or such shorter period as the Agent and the Lenders providing such Delayed Draw Term Loans may agree) (each such borrowing date, a “Delayed Draw Funding Date”). (b) The aggregate principal amount of the Delayed Draw Term Loans made on each Delayed Draw Funding Date shall not exceed the aggregate principal amount of the corresponding Delayed Draw Term Loan Commitments (in effect immediately prior to the making of such Delayed Draw Term Loans on such Delayed Draw Funding Date). 1 The portion of each Lender’s Delayed Draw Term Loan Commitment corresponding to the Delayed Draw Term Loan funded by such Delayed Draw Term Loan Lender will make its Amendment No. 1 shall be permanently terminated immediately and without further action upon the funding of such Delayed Draw Term Loan Commitment Percentage of on the Amendment No. 1 applicable Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing RequestFunding Date. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 The Delayed Draw Term Loan Commitment shall be reduced permanently terminated immediately and without further action on upon the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by funding of all of the amount of Amendment No. 1 Delayed Draw Term Loans made by such on the Delayed Draw Funding Date(s). (c) The proceeds of the Delayed Draw Term A Loans shall be used (i) to consummate one or both of the First Amendment NoAcquisitions, (ii) to prepay the ABL Facility Indebtedness and (iii) for general corporate and other working capital purposes. 1 The proceeds of the Delayed Draw Term B Loans shall be used (i) to consummate Permitted Acquisitions (or any other acquisition constituting a Permitted Investment), (ii) to prepay the ABL Facility Indebtedness and/or (iii) for general corporate and other working capital purposes. (d) The Borrower and each Delayed Draw Term Loan Lender on shall execute and deliver to the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on Agent such documentation as the Amendment No. 1 Agent shall reasonably specify to evidence the Delayed Draw Term Loan may not be reborrowedCommitment of such Delayed Draw Term Loan Lender (including the delivery by the Borrower of customary opinions of counsel as requested by the Agent) and, if applicable, the joinder of such Delayed Draw Term Loan Lender to this Agreement and the other Loan Documents. (e) All other terms of the Delayed Draw Term Loans are as set forth in the First Amendment, the Third Amendment and this Agreement.

Delayed Draw Term Loans. (a) During the Amendment No. 1 Delayed Draw Commitment Period, subject only to the satisfaction of the conditions set forth in Section 4.02, each Amendment No. 1 Delayed Draw Term A Loan Lender severally agrees to make available to Availability Period, the Borrower may request, in accordance with this Section 2.5(a), up to four (4) draws of delayed draw term loans in Dollars (the “Amendment NoDelayed Draw Term A Loans”) in an aggregate principal amount not to exceed the Delayed Draw Term A Loan Amount. 1 During the Delayed Draw Term B Loan Availability Period, the Borrower may request, in accordance with this Section 2.5(a), draws of delayed draw term loans (the “Delayed Draw Term B Loans”, and together with the Delayed Draw Term A Loans, the “Delayed Draw Term Loans”) in an aggregate principal amount up not to such Amendment No. 1 exceed the Delayed Draw Term B Loan Lender’s Amendment NoAmount. 1 Delayed Draw Term Loan Commitment Percentage Each such draw of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 Delayed Draw Term Loans shall be up in a minimum amount of $20,000,000, or an amount equal to the Amendment No. 1 remaining Delayed Draw Term Loan Committed Amount and (iii) interest on Commitments. Each request by the Amendment No. 1 Borrower for Delayed Draw Term Loans shall commence be in writing to accrue from the date Agent and shall set forth the amount of funding thereofthe Delayed Draw Term Loans being requested. The Borrower may Upon receipt of the Borrower’s request an Amendment No. 1 for Delayed Draw Term Loans, the Agent shall offer each existing Lender the opportunity to provide (but, for the avoidance of doubt, no existing Lender shall have any obligation to provide) a portion of the Delayed Draw Term Loan Commitments so requested by delivering the Borrower (with each existing Lender having the opportunity to provide a portion of the Delayed Draw Term Loan Commitments in an amount determined by it in its sole discretion); provided, that to the extent that the aggregate Delayed Draw Term Loan Commitments offered to be provided by the existing Lenders exceed the Borrower’s initial request, the Agent shall allocate such Delayed Draw Term Loan Commitments on a pro rata basis based on each such offering existing Lender’s Pro Rata Share of the Term Loans then outstanding; provided, further, that (A) each existing Lender shall be deemed to decline to exercise its right to provide its Pro Rata Share of the Delayed Draw Term Loan Commitments if such Lender does not agree to provide such Delayed Draw Term Loan Commitments within three (3) Business Days after the Agent so offers the same to such existing Lender and (ii) the Agent may thereafter offer to additional potential Lenders (in addition to the existing Lenders) the ability to provide Delayed Draw Term Loan Commitments so declined by the existing Lenders without any further obligation to the existing Lenders. The Agent shall promptly thereafter notify the Borrower in writing of the aggregate Delayed Draw Term Loan Commitments arranged by the Agent. To the extent that the aggregate Delayed Draw Term Loan Commitments arranged by the Agent is less than the amount requested by the Borrower, (A) the Borrower may either submit a Notice of Borrowing Request for such lesser amount or withdraw its request for such Delayed Draw Term Loans and (B) the Agent may accept all proposed Delayed Draw Term Loan Commitments of the Lenders (in accordance with which case, for avoidance of any doubt, such Delayed Draw Term Loan Commitments of the provisions Lenders shall not be required to be allocated on a pro rata basis based on such existing Lender’s Pro Rata Share of Section 2.03the Term Loans then outstanding) to fulfill the request of the Borrower. Each Amendment NoTo the extent the Borrower so submits a Notice of Borrowing to the Agent in respect of such Delayed Draw Term Loans, such Borrowing shall be made on the date stated in such Notice of Borrowing (which shall be no less than five (5) Business Days after the date thereof (or such shorter period as the Agent and the Lenders providing such Delayed Draw Term Loans may agree) (each such borrowing date, a “Delayed Draw Funding Date”). (b) The aggregate principal amount of the Delayed Draw Term Loans made on each Delayed Draw Funding Date shall not exceed the aggregate principal amount of the corresponding Delayed Draw Term Loan Commitments (in effect immediately prior to the making of such Delayed Draw Term Loans on such Delayed Draw Funding Date). 1 The portion of each Lender's Delayed Draw Term Loan Commitment corresponding to the Delayed Draw Term Loan funded by such Delayed Draw Term Loan Lender will make its Amendment No. 1 shall be permanently terminated immediately and without further action upon the funding of such Delayed Draw Term Loan Commitment Percentage of on the Amendment No. 1 applicable Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing RequestFunding Date. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 Delayed Draw Term Loan Lenders and in like funds as received by the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 The Delayed Draw Term Loan Commitment shall be reduced permanently terminated immediately and without further action on upon the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by funding of all of the amount of Amendment No. 1 Delayed Draw Term Loans made by such on the Delayed Draw Funding Date(s). (c) The proceeds of the Delayed Draw Term A Loans shall be used (i) to consummate one or both of the First Amendment NoAcquisitions, (ii) to prepay the ABL Facility Indebtedness and (iii) for general corporate and other working capital purposes. 1 The proceeds of the Delayed Draw Term B Loans shall be used (i) to consummate Permitted Acquisitions (or any other acquisition constituting a Permitted Investment), (ii) to prepay the ABL Facility Indebtedness and/or (iii) for general corporate and other working capital purposes. (d) The Borrower and each Delayed Draw Term Loan Lender on shall execute and deliver to the Amendment No. 1 Delayed Draw Funding Date. Amounts repaid or prepaid on Agent such documentation as the Amendment No. 1 Agent shall reasonably specify to evidence the Delayed Draw Term Loan may not be reborrowedCommitment of such Delayed Draw Term Loan Lender (including the delivery by the Borrower of customary opinions of counsel as requested by the Agent) and, if applicable, the joinder of such Delayed Draw Term Loan Lender to this Agreement and the other Loan Documents. (e) All other terms of the Delayed Draw Term Loans are as set forth in the First Amendment, the Third Amendment and this Agreement.

Delayed Draw Term Loans. During the Amendment No. 1 Delayed Draw Commitment Period, subject only Subject to the satisfaction of the terms and conditions set forth in Section 4.02hereof, each Amendment No. 1 Lender with a Delayed Draw Term Loan Lender Commitment, by its acceptance hereof, severally agrees with effect from the First Amendment Effective Date, the Second Amendment Effective Date or the Third Amendment Effective Date, as applicable, to make available to the Borrower one or more term loans in Dollars (individually a “Delayed Draw Term Loan” and collectively for all the Lenders, the “Amendment No. 1 Delayed Draw Term Loans”) in an aggregate principal amount up U.S. Dollars to Borrower in the applicable amounts set forth opposite such Amendment No. 1 Xxxxxx’s name on Schedule 2.2 attached hereto on a cumulative basis during the Delayed Draw Term Loan Lender’s Amendment NoAvailability Period. 1 Delayed Draw Term Loan Commitment Percentage of the Amendment No. 1 Delayed Draw Term Loan Committed Amount at such time; provided that (i) there shall be no more than three (3) borrowings of Amendment No. 1 Delayed Draw Term Loans, (ii) the borrowing of Amendment No. 1 The Delayed Draw Term Loans shall be up to advanced in one or more Borrowings until the Amendment No. 1 last day of the Delayed Draw Term Loan Committed Amount and (iii) interest on Availability Period, at which time the Amendment No. 1 Delayed Draw Term Loans shall commence to accrue from the date of funding thereof. The Borrower may request an Amendment No. 1 Delayed Draw Term Loan by delivering a Borrowing Request in accordance with the provisions of Section 2.03Commitments shall expire. Each Amendment No. 1 advance of the Delayed Draw Term Loan Lender will make its Amendment No. 1 shall not be less than $5,000,000, or, if less, an amount equal to the entire remaining Delayed Draw Term Loan Commitment Percentage of and shall be made ratably by the Amendment No. 1 Lenders in proportion to their respective Delayed Draw Term Loan borrowing available to the Administrative Agent, for the account Percentages. The principal amount of the Borrower, in Dollars and in funds immediately available to the Administrative Agent at the Administrative Agent’s office by 1:00 p.m. on the date specified in the Borrowing Request. Such borrowing will then be promptly made available to the Borrower by the Administrative Agent on such date by crediting the applicable account designated to the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Amendment No. 1 each Delayed Draw Term Loan Lenders and in like funds as received by shall permanently reduce the Administrative Agent. Each Amendment No. 1 Delayed Draw Term Loan Lender’s Amendment No. 1 Commitment by the amount of such Delayed Draw Term Loan, and the Delayed Draw Term Loan Commitment shall be automatically reduced immediately and without further action on in accordance with Section 2.11. As provided in Section 2.6(a), the Amendment No. 1 Delayed Draw Funding Date on a dollar-for-dollar basis by Borrower may elect that the amount of Amendment No. 1 Delayed Draw Term Loans made by such Amendment Nobe outstanding as Base Rate Loans, Daily Simple SOFR Loans or SOFR Loans. 1 Delayed Draw Term Loan Lender on the Amendment No. 1 Delayed Draw Funding Date. Amounts No amount repaid or prepaid on the Amendment No. 1 any Delayed Draw Term Loan may be borrowed again. 5.6. The first sentence of Section 2.15 is hereby amended and restated in its entirety to read as follows and the second sentence of Section 2.15 is hereby deleted in its entirety: The Borrower may request, from time to time, on any Business Day after the Third Amendment Effective Date and prior to the date that is six (6) months prior to the Revolving Credit Termination Date by written notice to the Administrative Agent in the form attached hereto as Exhibit J or in such other form reasonably acceptable to the Administrative Agent (a “Commitment Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments by an amount not be reborrowedin excess of $150,000,000 (any such increase, the “Incremental Revolving Credit Commitments”) so that the aggregate Revolving Credit Commitments are not in excess of $300,000,000 and not less than $5,000,000 individually and/or (ii) the establishment of one or more new term loan commitments or an increase to the existing Term Loans (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of $50,000,000 in the aggregate so that the aggregate Term Loans are not in excess of $300,000,000 and not less than $5,000,000 individually. 5.7. The notice address for the Administrative Agent contained in Section 13.1(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: Truist Bank 000 Xxxxxxxxx Xxxxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 MC: GA-ATL-0661 Attention: Xxxxxxx Xxxxxx Phone: (000) 000-0000 E-mail: xxxxxxx.xxxxxx@xxxxxx.xxx with a copy to: Xxxxxx & Xxxxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxx, Esquire Phone: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxx.xxx 5.8. Schedule 2.2 of the Credit Agreement (Commitments and Outstanding Loan Amounts) is hereby deleted in its entirety and replaced with Schedule 2.2 to this Amendment.