Common use of Procedure for Advance of Delayed Draw Term Loans Clause in Contracts

Procedure for Advance of Delayed Draw Term Loans. (1) Delayed Draw Term Loans shall be in a minimum aggregate amount of Two Million Five Hundred Thousand Dollars ($2,500,000) and shall be in integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof or, if less, the remaining amount of the Delayed Draw Term Loan Commitments. (2) The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 1:00 p.m. (New York time) no later than five (5) Business Days prior to the applicable Credit Date (or such later date as may be agreed by the Administrative Agent), requesting that the Lenders make the Loan as a LIBO Rate Loan if Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.02(f) of this Agreement. Upon receipt of a duly executed and completed Notice of Borrowing from the Borrower in form and substance satisfactory to the Administrative Agent, the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 p.m. (New York time) on the Credit Date; provided that such Lender is satisfied that each of the conditions precedent for such Loan set forth in Section 3.02 have been satisfied or waived in writing, then each such Lender will make available to the Administrative Agent for the account of Borrower, at the Principal Office in immediately available funds, the amount of the Loan to be made by such Lender on such Credit Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (3) Upon funding on any Credit Date, each funding Lender’s Delayed Draw Term Loan Commitment for such tranche of Loans so advanced shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by such Lender, and any remaining unfunded Delayed Draw Term Loan Commitments shall automatically terminate on the applicable Delayed Draw Term Loan Commitment Termination Date. Any funded Delayed Draw Term Loan shall be deemed a “Loan” for all purposes of this Agreement. Each Delayed Draw Term Loan shall rank pari passu in right of payment, and shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Procedure for Advance of Delayed Draw Term Loans. (1) The issuance of Delayed Draw Term Loans on the Second Restatement Effective Date shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) and thereafter, each issuance of Delayed Draw Term Loans shall be in a minimum an aggregate amount of Two equal to Five Million Five Hundred Thousand Dollars ($2,500,0005,000,000) and shall be in integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof or, if less, the remaining amount of the Delayed Draw Term Loan Commitments. The parties hereby agree that (x) there shall not be more than four (4) borrowings of Delayed Draw Term Loans hereunder and (y) each such funding of Delayed Draw Term Loans shall be subject to the sole discretion of the applicable Lenders advancing such Loans and the satisfaction of the Administrative Agent and such Lenders that each of the applicable Delayed Draw Funding Conditions for such tranche have been satisfied; provided that notwithstanding the foregoing, the fourth (4th) tranche of Delayed Draw Term Loans shall only be available for a Borrowing to the extent the Divestiture Transaction has not closed by July 31, 2023. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Delayed Draw Term Loans shall be funded after the Delayed Draw Outside Date. (2) The Borrower shall give the Administrative Agent an irrevocable initial draft Notice of Borrowing prior to 1:00 p.m. (New York time) no later than five ten (510) Business Days prior to the applicable Credit Date (or such later date as may be agreed by the Administrative Agent) (the “DDTL Notice Date”), requesting that the Lenders make the Loan as a LIBO Rate Loan if Borrower has delivered to the Administrative Agent the information specified in the Delayed Draw Funding Conditions and requesting that the applicable Lenders and the Agent confirm any additional information to be requested pursuant to clause (v) thereof. The Lenders holding Delayed Draw Term Loan Commitments shall have five (5) Business Days from the Applicable DDTL Notice Date to request any additional information necessary for their commitments to make a Delayed Draw Term Loan on the anticipated Credit Date. The Borrower shall then deliver to the Administrative Agent a fully assembled and irrevocable Notice of Borrowing not later than 1:00 p.m. (New York Time) on the date that is five (5) Business Days prior to the anticipated Credit Date (or such later date agreed with the Administrative Agent), and if such Loan is a SOFR Loan, the Borrower shall have also delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders in the manner set forth in Section 2.02(f‎2.02(f) of this Agreement. Upon receipt of a duly executed and completed Notice of Borrowing from the Borrower in form and substance satisfactory to the Administrative Agent, the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 p.m. (New York time) on the Credit Date; provided that such Lender is satisfied that each of the conditions precedent for such Loan set forth in Section ‎Section 3.02 have been satisfied or waived in writing, then each such Lender will make available to the Administrative Agent for the account of BorrowerBxxxxxxx, at the Principal Office in immediately available funds, the amount of the Loan to be made by such Lender on such Credit Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (3) Upon funding on any Credit Date, each funding Lender’s Delayed Draw Term Loan Commitment for such tranche of Loans so advanced shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by such Lender, and any remaining unfunded Delayed Draw Term Loan Commitments shall automatically terminate on the applicable Delayed Draw Term Loan Commitment Termination Date. Any funded Delayed Draw Term Loan shall be deemed a “Loan” for all purposes of this Agreement. Each Delayed Draw Term Loan shall rank pari passu in right of payment, and shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Procedure for Advance of Delayed Draw Term Loans. (1) The issuance of Delayed Draw Term Loans on the Second Restatement Effective Date shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) and thereafter, each issuance of Delayed Draw Term Loans shall be in a minimum an aggregate amount of Two equal to Five Million Five Hundred Thousand Dollars ($2,500,0005,000,000) and shall be in integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof or, if less, the remaining amount of the Delayed Draw Term Loan Commitments. The parties hereby agree that (x) there shall not be more than four (4) borrowings of Delayed Draw Term Loans hereunder and (y) each such funding of Delayed Draw Term Loans shall be subject to the sole discretion of the applicable Lenders advancing such Loans and the satisfaction of the Administrative Agent and such Lenders that each of the applicable Delayed Draw Funding Conditions for such tranche have been satisfied; provided that notwithstanding the foregoing, the fourth (4th) tranche of Delayed Draw Term Loans shall only be available for a Borrowing to the extent the Divestiture Transaction has not closed by July 31, 2023. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Delayed Draw Term Loans shall be funded after the Delayed Draw Outside Date. (2) The Borrower shall give the Administrative Agent an irrevocable initial draft Notice of Borrowing prior to 1:00 p.m. (New York time) no later than five ten (510) Business Days prior to the applicable Credit Date (or such later date as may be agreed by the Administrative Agent) (the “DDTL Notice Date”), requesting that the Lenders make the Loan as a LIBO Rate Loan if Borrower has delivered to the Administrative Agent the information specified in the Delayed Draw Funding Conditions and requesting that the applicable Lenders and the Agent confirm any additional information to be requested pursuant to clause (v) thereof. The Lenders holding Delayed Draw Term Loan Commitments shall have five (5) Business Days from the Applicable DDTL Notice Date to request any additional information necessary for their commitments to make a Delayed Draw Term Loan on the anticipated Credit Date. The Borrower shall then deliver to the Administrative Agent a fully assembled and irrevocable Notice of Borrowing not later than 1:00 p.m. (New York Time) on the date that is five (5) Business Days prior to the anticipated Credit Date (or such later date agreed with the Administrative Agent), and if such Loan is a SOFR Loan, the Borrower shall have also delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders in the manner set forth in Section 2.02(f) of this Agreement. Upon receipt of a duly executed and completed Notice of Borrowing from the Borrower in form and substance satisfactory to the Administrative Agent, the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 p.m. (New York time) on the Credit Date; provided that such Lender is satisfied that each of the conditions precedent for such Loan set forth in Section 3.02 have been satisfied or waived in writing, then each such Lender will make available to the Administrative Agent for the account of Borrower, at the Principal Office in immediately available funds, the amount of the Loan to be made by such Lender on such Credit Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (3) Upon funding on any Credit Date, each funding Lender’s Delayed Draw Term Loan Commitment for such tranche of Loans so advanced shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by such Lender, and any remaining unfunded Delayed Draw Term Loan Commitments shall automatically terminate on the applicable Delayed Draw Term Loan Commitment Termination Date. Any funded Delayed Draw Term Loan shall be deemed a “Loan” for all purposes of this Agreement. Each Delayed Draw Term Loan shall rank pari passu in right of payment, and shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Procedure for Advance of Delayed Draw Term Loans. (1) Delayed Draw Term Loans shall be in a minimum aggregate amount of Two Million Five Hundred Thousand Dollars ($2,500,000) and shall be in integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof or, if less, the remaining amount of the Delayed Draw Term Loan Commitments. (2) The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing Request prior to 1:00 p.m. 11:00 a.m. (New York Chicago time) on the date that is three (3) Business Days prior to the Delayed Draw Funding Date requesting that the Delayed Draw Term Loan Lenders make the Delayed Draw Term Loan as a Base Rate Loan (provided that the Borrower may request, no later than five (5) Business Days prior to the applicable Credit Date (or such later date as may be agreed by the Administrative Agent)Delayed Draw Funding Date, requesting that the Delayed Draw Term Loan Lenders make the Delayed Draw Term Loan as a LIBO Rate Loan if Borrower has delivered to Eurodollar Loan). Upon (i) receipt of such Borrowing Request from the Borrower, (ii) Administrative Agent a letter in form and substance Agent’s being reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner satisfied that each of conditions set forth in Section 2.02(f2.3(b) of this Agreement. Upon receipt of a duly executed and completed Notice of Borrowing from the Borrower in form and substance satisfactory to the Administrative Agentabove have been satisfied, the Administrative Agent shall promptly notify each Delayed Draw Term Loan Lender thereof. Not later than 12:00 1:00 p.m. (New York Chicago time) on the Credit Delayed Draw Funding Date; provided that such Lender is satisfied that , each of the conditions precedent for such Delayed Draw Term Loan set forth in Section 3.02 have been satisfied or waived in writing, then each such Lender will make available to the Administrative Agent for the account of the Borrower, at the Principal Administrative Agent’s Office (or such other location designated by the Administrative Agent) in immediately available funds, the amount of the such Delayed Draw Term Loan to be made by such Delayed Draw Term Loan Lender on such Credit the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Loans Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (3) Upon funding on any Credit Date, each funding Lender’s Delayed Draw Term Loan Commitment for such tranche of Loans so advanced shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by such Lender, and any remaining unfunded Delayed Draw Term Loan Commitments shall automatically terminate on the applicable Delayed Draw Term Loan Commitment Termination Date. Any funded Delayed Draw Term Loan shall be deemed a “Loan” for all purposes of this Agreement. Each Delayed Draw Term Loan shall rank pari passu in right of payment, and shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Procedure for Advance of Delayed Draw Term Loans. (1) The issuance of Delayed Draw Term Loans on the Second Restatement Effective Date shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) and thereafter, each issuance of Delayed Draw Term Loans shall be in a minimum an aggregate amount of Two equal to Five Million Five Hundred Thousand Dollars ($2,500,0005,000,000) and shall be in integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof or, if less, the remaining amount of the Delayed Draw Term Loan Commitments. The parties hereby agree that (x) there shall not be more than four (4) borrowings of Delayed Draw Term Loans hereunder and (y) each such funding of Delayed Draw Term Loans shall be subject to the sole discretion of the applicable Lenders advancing such Loans and the satisfaction of the Administrative Agent and such Lenders that each of the applicable Delayed Draw Funding Conditions for such tranche have been satisfied; provided that notwithstanding the foregoing, the fourth (4th) tranche of Delayed Draw Term Loans shall only be available for a Borrowing to the extent the Divestiture Transaction has not closed by July 31, 2023. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Delayed Draw Term Loans shall be funded after the Delayed Draw Outside Date. (2) The Borrower shall give the Administrative Agent an irrevocable initial draft Notice of Borrowing prior to 1:00 p.m. (New York time) no later than five ten (510) Business Days prior to the applicable Credit Date (or such later date as may be agreed by the Administrative Agent) (the “DDTL Notice Date”), requesting that the Lenders make the Loan as a LIBO Rate Loan if Borrower has delivered to the Administrative Agent the information specified in the Delayed Draw Funding Conditions and requesting that the applicable Lenders and the Agent confirm any additional information to be requested pursuant to clause (v) thereof. The Lenders holding Delayed Draw Term Loan Commitments shall have five (5) Business Days from the Applicable DDTL Notice Date to request any additional information necessary for their commitments to make a Delayed Draw Term Loan on the anticipated Credit Date. The Borrower shall then deliver to the Administrative Agent a fully assembled and irrevocable Notice of Borrowing not later than 1:00 p.m. (New York Time) on the date that is five (5) Business Days prior to the anticipated Credit Date (or such later date agreed with the Administrative Agent), and if such Loan is a SOFR Loan, the Borrower shall have also delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders in the manner set forth in Section 2.02(f‎2.02(f) of this Agreement. Upon receipt of a duly executed and completed Notice of Borrowing from the Borrower in form and substance satisfactory to the Administrative Agent, the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 p.m. (New York time) on the Credit Date; provided that such Lender is satisfied that each of the conditions precedent for such Loan set forth in Section ‎Section 3.02 have been satisfied or waived in writing, then each such Lender will make available to the Administrative Agent for the account of Borrower, at the Principal Office in immediately available funds, the amount of the Loan to be made by such Lender on such Credit Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (3) Upon funding on any Credit Date, each funding Lender’s Delayed Draw Term Loan Commitment for such tranche of Loans so advanced shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by such Lender, and any remaining unfunded Delayed Draw Term Loan Commitments shall automatically terminate on the applicable Delayed Draw Term Loan Commitment Termination Date. Any funded Delayed Draw Term Loan shall be deemed a “Loan” for all purposes of this Agreement. Each Delayed Draw Term Loan shall rank pari passu in right of payment, and shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Procedure for Advance of Delayed Draw Term Loans. (1) The issuance of Delayed Draw Term Loans on the Second Restatement Effective Date shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) and thereafter, each issuance of Delayed Draw Term Loans shall be in a minimum an aggregate amount of Two equal to Five Million Five Hundred Thousand Dollars ($2,500,0005,000,000) and shall be in integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof or, if less, the remaining amount of the Delayed Draw Term Loan Commitments. The parties hereby agree that (x) there shall not be more than four (4) borrowings of Delayed Draw Term Loans hereunder and (y) each such funding of Delayed Draw Term Loans shall be subject to the sole discretion of the applicable Lenders advancing such Loans and the satisfaction of the Administrative Agent and such Lenders that each of the applicable Delayed Draw Funding Conditions for such tranche have been satisfied; provided that notwithstanding the foregoing, the fourth (4th) tranche of Delayed Draw Term Loans shall only be available for a Borrowing to the extent the Divestiture Transaction has not closed by July 31, 2023. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Delayed Draw Term Loans shall be funded after the Delayed Draw Outside Date. (2) The Borrower shall give the Administrative Agent an irrevocable initial draft Notice of Borrowing prior to 1:00 p.m. (New York time) no later than five ten (510) Business Days prior to the applicable Credit Date (or such later date as may be agreed by the Administrative Agent) (the “DDTL Notice Date”), requesting that the Lenders make the Loan as a LIBO Rate Loan if Borrower has delivered to the Administrative Agent the information specified in the Delayed Draw Funding Conditions and requesting that the applicable Lenders and the Agent confirm any additional information to be requested pursuant to clause (v) thereof. The Lenders holding Delayed Draw Term Loan Commitments shall have five (5) Business Days from the Applicable DDTL Notice Date to request any additional information necessary for their commitments to make a Delayed Draw Term Loan on the anticipated Credit Date. The Borrower shall then deliver to the Administrative Agent a fully assembled and irrevocable Notice of Borrowing not later than 1:00 p.m. (New York Time) on the date that is five (5) Business Days prior to the anticipated Credit Date (or such later date agreed with the Administrative Agent), and if such Loan is a SOFR Loan, the Borrower shall have also delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders in the manner set forth in Section 2.02(f‎2.02(f) of this Agreement. Upon receipt of a duly executed and completed Notice of Borrowing from the Borrower in form and substance satisfactory to the Administrative Agent, the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 p.m. (New York time) on the Credit Date; provided that such Lender is satisfied that each of the conditions precedent for such Loan set forth in Section ‎Section 3.02 have been satisfied or waived in writing, then each such Lender will make available to the Administrative Agent for the account of Borrower, at the Principal Office in immediately available funds, the amount of the Loan to be made by such Lender on such Credit Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (3) Upon funding on any Credit Date, each funding Lender’s Delayed Draw Term Loan Commitment for such tranche of Loans so advanced shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by such Lender, and any remaining unfunded Delayed Draw Term Loan Commitments shall automatically terminate on the applicable Delayed Draw Term Loan Commitment Termination Date. Any funded Delayed Draw Term Loan shall be deemed a “Loan” for all purposes of this Agreement. Each Delayed Draw Term Loan shall rank pari passu in right of payment, and shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder; provided that each Delayed Draw Term Loan shall be subordinated to, and rank junior in right of payment to the Obligations constituting Third Restatement Delayed Draw Term Loans.