Common use of Delayed Draw Term Loan Commitment Clause in Contracts

Delayed Draw Term Loan Commitment. (a) Delayed Draw Term Loan Commitment. Subject to the terms and conditions hereof, each Delayed Draw Term Loan Lender, by its acceptance hereof, severally agrees to make a delayed draw term loan or loans (individually, a “Delayed Draw Term Loan” and collectively for all the Delayed Draw Term Loan Lenders, the “Delayed Draw Term Loans”) in U.S. Dollars to the Borrower from time to time up to the amount of such Lender’s Delayed Draw Term Loan Commitment, subject to the requirements in Section 2.3(b) below, before the Commitment Termination Date. Notwithstanding the foregoing, if the total Delayed Draw Term Loan Commitment as of the Closing Date is not drawn on or prior to the Delayed Draw Term Loan Commitment Expiration Date, the undrawn amount shall automatically be cancelled. Each Borrowing of Delayed Draw Term Loans shall be made ratably by the Delayed Draw Term Loan Lenders in proportion to their respective Delayed Draw Term Loan Percentages. As provided in Section 2.7(a), the Borrower may elect that each Borrowing of Delayed Draw Term Loans be either Base Rate Loans or Eurodollar Loans. Delayed Draw Term Loans repaid may not be reborrowed. (b) Requirements to each Delayed Draw Term Loan. Borrower shall not be entitled to any Delayed Draw Term Loan, unless, at the time of the request for such Delayed Draw Term Loan and at the time such Delayed Draw Term Loan is to be made (for purposes of this Section 2.3(b), a reference to a Delayed Draw Term Loan shall include the aggregate of Delayed Draw Term Loans made by Delayed Draw Term Loan Lenders on the same date): (i) No Default or Event of Default shall exist (both before and after the disbursement of such Delayed Draw Term Loan), (ii) No more than 5 (including the Delayed Draw Term Loan being requested or made) Delayed Draw Term Loans have been made hereunder, (iii) Such Delayed Draw Term Loan is in an aggregate minimum amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000, (iv) The Additional Rent Adjusted Leverage Ratio Requirement shall be satisfied, and (v) Each of the representations and warranties set forth in Section 4 and in the other Loan Documents shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of said time, except to the extent the same expressly relates to an earlier date, in which case such representations and warranties shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of such earlier date.

Delayed Draw Term Loan Commitment. (a) Each Lender with a Delayed Draw Term Loan Commitment. Subject to the terms and conditions hereof, each Delayed Draw Term Loan Lender, by its acceptance hereof, severally Commitment agrees to make a delayed draw term loan or loans to Borrower (individuallyeach such loan, a “Delayed Draw Term Loan” and collectively for all ”) on the Delayed Draw Term Loan Lenders, Funding Date in such Lender’s Pro Rata Share of the “Delayed Draw Term Loans”) in U.S. Dollars Loan Commitments of all Lenders to the extent of the aggregate amount requested by Borrower from time to time up to Representative; provided that (i) the amount total Delayed Draw Term Loan Funded Amount of all Lenders with a Delayed Draw Term Loan Commitment shall not exceed the total Delayed Draw Term Loan Commitments, and (ii) the Delayed Draw Term Loan Funded Amount of each Lender with a Delayed Draw Term Loan Commitment shall not exceed such Lender’s Delayed Draw Term Loan Commitment. Borrower shall use all of the proceeds of the Delayed Draw Term Loans solely to pay the Omniglow Settlement Payment (and any reasonable, subject to out-of-pocket and documented fees, costs and expenses related thereto) on the requirements in Section 2.3(b) below, before the Commitment Termination Delayed Draw Term Loan Funding Date. Notwithstanding The Delayed Draw Term Loan Commitments of the foregoing, if the total Lenders with a Delayed Draw Term Loan Commitment as shall reduce to zero automatically on the earlier of the Closing Date is not drawn on or prior to (i) the Delayed Draw Term Loan Commitment Expiration Date, or (ii) the undrawn amount shall automatically be cancelled. Each Borrowing making of Delayed Draw Term Loans shall be made ratably by the Delayed Draw Term Loan Lenders in proportion to their respective Delayed Draw Term Loan Percentages. As provided in Section 2.7(a), the Borrower may elect that each Borrowing of Delayed Draw Term Loans be either Base Rate Loans or Eurodollar Loans. Delayed Draw Term Loans repaid may not be reborrowed. (b) Requirements to each any Delayed Draw Term Loan. Borrower shall not be entitled to any Delayed Draw Term Loan, unless, at the time of the request for such Delayed Draw Term Loan and at the time such Delayed Draw Term Loan is to be made (for purposes of this Section 2.3(b), a reference to a Delayed Draw Term Loan shall include the aggregate of Amounts repaid or prepaid on Delayed Draw Term Loans made by Delayed Draw Term Loan Lenders on the same date): (i) No Default or Event of Default shall exist (both before and after the disbursement of such Delayed Draw Term Loan), (ii) No more than 5 (including the Delayed Draw Term Loan being requested or made) Delayed Draw Term Loans have been made hereunder, (iii) Such Delayed Draw Term Loan is in an aggregate minimum amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000, (iv) The Additional Rent Adjusted Leverage Ratio Requirement shall may not be satisfied, and (v) Each of the representations and warranties set forth in Section 4 and in the other Loan Documents shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of said time, except to the extent the same expressly relates to an earlier date, in which case such representations and warranties shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of such earlier datere-borrowed.

Delayed Draw Term Loan Commitment. (a) Delayed Draw Term Loan Commitment. Subject to Each Lender agrees, severally, but not jointly, upon the terms and subject to the conditions hereofof this Agreement, each Delayed Draw Term Loan Lender, by its acceptance hereof, severally agrees to make a delayed draw term loan or loans to the Borrower one additional advance (individually, each a “Delayed Draw Term Loan” and collectively for all ”) on any date on or prior to the Delayed Draw Term Loan LendersFunding Termination Date (the date of such advance, the “Delayed Draw Term LoansFunding Date”) in U.S. Dollars the principal amount equal to the Borrower from time to time up to the amount of such Lender’s Delayed Draw Term Loan Commitment, subject to the requirements in Section 2.3(b) below, before the Commitment Termination Date. Notwithstanding the foregoing, if the total Each Lender’s Delayed Draw Term Loan Commitment as of shall be evidenced by a promissory note (each a “Delayed Draw Term Note”) duly executed and delivered by the Closing Date is not drawn on or Borrower prior to the funding of the Delayed Draw Term Loan Commitment Expiration in the form attached hereto as Exhibit B-3, and be repayable in accordance with the terms of such Delayed Draw Date Term Note and this Agreement. Borrower shall repay the outstanding principal and accrued interest of each Lender’s Delayed Draw Term Loan to the Agent for benefit of the Lenders (payable monthly in arrears) in consecutive monthly Installments as set forth on Schedule B-3, due and payable on the first day of each calendar month beginning on the Commencement Date, together with a payment of the undrawn amount shall automatically be cancelled. Each Borrowing of interim interest for the Delayed Draw Term Loans shall be made ratably by in accordance with Section 1.5(b) and a payment of the entire balance of the Delayed Draw Term Loan Lenders in proportion Loans on the Maturity Date; provided, however, that the monthly Installments due and payable hereunder prior to their respective Delayed Draw Term Loan Percentages. As provided in Section 2.7(a), the Borrower may elect that each Borrowing of Delayed Draw Term Loans be either Base Rate Loans or Eurodollar Loans. Delayed Draw Term Loans repaid may not be reborrowed. (b) Requirements to each Delayed Draw Term Loan. Borrower shall not be entitled to any Delayed Draw Term Loan, unless, at the time first anniversary of the request for such Delayed Draw Term Loan and at the time such Delayed Draw Term Loan is to be made (for purposes of this Section 2.3(b), a reference to a Delayed Draw Term Loan shall include the aggregate of Delayed Draw Term Loans made by Delayed Draw Term Loan Lenders on the same date): (i) No Default or Event of Default shall exist (both before and after the disbursement of such Delayed Draw Term Loan), (ii) No more than 5 (including the Delayed Draw Term Loan being requested or made) Delayed Draw Term Loans have been made hereunder, (iii) Such Delayed Draw Term Loan is in an aggregate minimum amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000, (iv) The Additional Rent Adjusted Leverage Ratio Requirement Amendment Date shall be satisfied, and (v) Each payments of the representations and warranties set forth in Section 4 and in the other Loan Documents shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of said time, except to the extent the same expressly relates to an earlier date, in which case such representations and warranties shall be and remain true and correct in all respects (or in all material respects if such representation or warranty is not by its terms already qualified as to materiality) as of such earlier dateaccrued interest only.