Common use of Delayed Draw Term Loan Commitments Clause in Contracts

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2), each Lender severally agrees to make, from time to time during the Delayed Draw Term Loan Availability Period, term loans to Company in an aggregate amount not to exceed such Lender’s Delayed Draw Term Loan Commitment (each, a “Delayed Draw Term Loan”). Company may make more than one borrowing (the date of each such borrowing, a “Delayed Draw Term Loan Funding Date”) under the Delayed Draw Term Loan Commitments, provided that the amount of Delayed Draw Term Loans requested and funded on each Delayed Draw Term Loan Funding Date shall be no less than Two Million Five Hundred Thousand Dollars ($2,500,000), and there shall be no more than two (2) Delayed Draw Term Loan Funding Dates in the aggregate. Any amount borrowed under this Section 2.2(a) and subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action at the end of the Delayed Draw Term Loan Availability Period, regardless of whether the full amount of the Delayed Draw Term Loan Commitments has been borrowed as of such date.

Delayed Draw Term Loan Commitments. Subject to During the Delayed Draw Commitment Period, each Lender severally, and not jointly with the other Lenders, agrees, upon the terms and conditions hereof (including, without limitation, the satisfaction of subject to the conditions precedent herein set forth in Section 3.1 and Section 3.2)forth, each Lender severally agrees to make, from time to time during the Delayed Draw Term Loan Availability Period, make term loans denominated in Dollars in up to Company in an aggregate amount not to exceed such Lender’s Delayed Draw Term Loan Commitment four separate draws (each, a “Delayed Draw Term Loan”). Company may make more than one borrowing (” and collectively, the date of each such borrowing, a “Delayed Draw Term Loan Loans” and together with the Closing Date Term Loans, the “Term Loans”) to the Borrower on each Delayed Draw Funding Date”) under , in an aggregate principal amount not to exceed the Delayed Draw Term Loan CommitmentsCommitment of such Lender, provided that the amount of which Delayed Draw Term Loans requested and funded on each Delayed Draw Term Loan Funding Date shall be no less than Two Million Five Hundred Thousand Dollars ($2,500,000), and there shall be no more than two (2) Delayed Draw Term Loan Funding Dates repaid in accordance with the aggregateprovisions of this Agreement. Any amount borrowed under this Section 2.2(a2.01(a)(ii) and subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect Each Lender’s Delayed Draw Term Loan Commitment shall be reduced immediately and without further action on the applicable Delayed Draw Funding Date in an #10384228v33 amount equal to and after giving effect to the funding by such Lender of the applicable Delayed Draw Term Loans shall to be paid in full no later than the Term Loan Maturity Datemade by it on such date. Each Lender’s Delayed Draw Term Loan Commitment shall terminate be terminated immediately and without further action at 5:00 p.m., New York City time, on the end Delayed Draw Commitment Termination Date. The Delayed Draw Term Loans (if and when funded) shall have the same terms and conditions as the Closing Date Term Loans for all purposes (it being understood, for the avoidance of doubt, that interest shall accrue on the Delayed Draw Term Loan Availability Period, regardless Loans from the date of whether the full amount of the Delayed Draw Term Loan Commitments has been borrowed as of such datefunding thereof).

Delayed Draw Term Loan Commitments. (i) Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2)hereof, each Lender with a Closing Date Delayed Draw Term Loan Commitment severally agrees to make, from time to time during the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date Delayed Draw Term Loan Availability Period, term loans Loan”) to Company the Borrower on each Closing Date Delayed Draw Funding Date in an aggregate amount up to but not to exceed exceeding the undrawn amount of such Lender’s Closing Date Delayed Draw Term Loan Commitment (each, a “Delayed Draw Term Loan”)on such date. Company may make more than one borrowing (the date of each such borrowing, a “The Closing Date Delayed Draw Term Loan Funding Date”Commitments shall terminate on the earliest of (i) under July 2, 2025, (ii) the date the Closing Date Delayed Draw Term Loan CommitmentsCommitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which the Closing Date Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, provided that the amount of “Closing Date Delayed Draw Termination Date”). The Closing Date Delayed Draw Term Loans requested (if and funded on each Delayed Draw when funded) shall have, to the extent not otherwise set forth herein, the same terms as the Initial Term Loan Funding Date shall be no less than Two Million Five Hundred Thousand Dollars Loans ($2,500,000except for the date from which interest begins to accrue), and there shall be no more than two (2) Delayed Draw Term Loan Funding Dates in the aggregate. Any amount borrowed under this Section 2.2(a2.1(b)(i) and subsequently repaid or prepaid may not be reborrowed. All Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Closing Date Delayed Draw Term Loans shall will be paid in full no later than the Term Loan Maturity Date. Each Lender’s . (ii) Subject to the terms and conditions hereof, each Lender with a Second Amendment Delayed Draw Term Loan Commitment shall terminate immediately and without further action at severally agrees to make, during the end Second Amendment Delayed Draw Commitment Period, a term loan (a “Second Amendment Delayed Draw Term Loan”) to the Borrower on each Second Amendment Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount of the such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Availability Period, regardless of whether the full amount of the Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments has shall terminate on the earliest of (i) July 2September 13, 20252027, (ii) the date the Second Amendment Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which the Second Amendment Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “Second Amendment Delayed Draw Termination Date”). The Second Amendment Delayed Draw Term Loans (if and when funded) shall have, to the extent not otherwise set forth herein, the same terms as the Initial Term Loans (except for the date from which interest begins to accrue). Any amount borrowed as of such dateunder this Section 2.1(b)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Second Amendment Delayed Draw Term Loans will be paid in full no later than the Term Loan Maturity Date.

Delayed Draw Term Loan Commitments. (a) Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2)herein, each Lender severally agrees to makemake a single loan (each such loan, from time a “Tranche A Delayed Draw Term Loan”) to the Borrowers at any time during the Delayed Draw Term Loan Availability Period, term loans to Company in an aggregate amount not to exceed such Lender’s Tranche A Delayed Draw Term Loan Commitment Period, in an amount equal to such ▇▇▇▇▇▇’s Tranche A Delayed Draw Term Loan Commitment; provided, that after giving effect to the requested Tranche A Delayed Draw Term Loan, the aggregate principal amount of such Lender’s Tranche A Delayed Draw Term Loans shall not exceed such Lender’s Tranche A Delayed Draw Term Loan Commitment. The Borrower shall request the funding of the Tranche A Delayed Draw Term Loans pursuant to the procedures set forth in Section 2.02(b)(i) below and such Loans shall be funded by the Lenders pursuant to the terms of Section 2.02(b)(ii) hereof. Each Lender’s Tranche A Delayed Draw Term Loan Commitment shall automatically be reduced concurrently with, and in the principal amount of, the Tranche A Delayed Draw Term Loan made by such Lender. The principal amount of any Tranche A Delayed Draw Term Loan which is repaid or prepaid may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Tranche B Delayed Draw Term Loan” and, together with the Tranche A Delayed Draw Term Loans, “Delayed Draw Term Loans” and each, a “Delayed Draw Term Loan”). Company may make more than one borrowing () to the date of each such borrowing, a “Borrowers from time to time during the Tranche B Delayed Draw Term Loan Funding Date”Commitment Period, in an amount equal to such Lender’s Applicable Percentage of each such requested Tranche B Delayed Draw Term Loan; provided, that after giving effect to any such requested Tranche B Delayed Draw Term Loan, (i) under the aggregate principal amount of the Tranche B Delayed Draw Term Loans of such Lender shall not exceed such Lender’s Tranche B Delayed Draw Term Loan CommitmentsCommitment, provided that and (ii) the aggregate principal amount of Delayed Draw Term Loans outstanding hereunder shall not exceed the Aggregate Commitments. Tranche B Delayed Draw Term Loans shall be requested by the Borrowers pursuant to the procedures set forth in Section 2.02(b)(i) below and funded on each by the Lenders pursuant to the terms of Section 2.02(b)(ii) hereof. Each Lender’s Tranche B Delayed Draw Term Loan Funding Date Commitment shall automatically be no less than Two Million Five Hundred Thousand Dollars ($2,500,000)reduced concurrently with, and there shall be no more than two (2) in the principal amount of, each Tranche B Delayed Draw Term Loan Funding Dates made by such Lender, and any remaining unfunded Tranche B Delayed Draw Term Loan Commitments of the Lenders shall terminate on the Tranche B Delayed Draw Term Loan Commitment Termination Date. Subject to the terms of Section 2.05(a) below, a portion of the Tranche B Delayed Draw Term Loans in amount up to $5,000,000 may from time to time be prepaid and, within six (6) months following the date of such prepayment, reborrowed pursuant to this Section 2.01(b) (the portion of the Delayed Draw Term Loans prepaid pursuant to this sentence are referred to herein as “Specified Prepaid Loans”). Upon the prepayment of any Specified Prepaid Loan in accordance with the terms of this Section 2.01(b), the Tranche B Delayed Draw Term Loan Commitment of each Lender shall automatically and without further action be replenished in the aggregateamount of such Lender’s Applicable Percentage of such Specified Prepaid Loan. Any Except as expressly set forth in the immediately preceding sentence, the principal amount borrowed under this Section 2.2(a) and subsequently of any Tranche B Delayed Draw Term Loan which is repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s . (c) The obligation of each Lender having an unfunded Delayed Draw Term Loan Commitment shall terminate immediately and without further action at the end of the to fund any Delayed Draw Term Loan Availability Period, regardless shall be subject to the following conditions: (i) Borrowers shall have delivered a Notice of whether the full amount of the Borrowing with respect to such requested Delayed Draw Term Loan Commitments has not less than five (5) Business Days prior to the requested date of funding (and in any event not less than five (5) Business Days prior to the Tranche A Delayed Draw Term Loan Commitment Termination Date or Tranche B Delayed Draw Term Loan Commitment Termination Date, as applicable), in accordance with Section 2.02 below, and (ii) all conditions set forth in Section 4.02 shall have been borrowed as satisfied prior to or concurrently with the funding of such dateDelayed Draw Term Loan.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2)hereof, each Lender severally agrees to make, from time to time during make the Delayed Draw Term Loan Availability Period, term loans Loans to Company the Borrowers in an aggregate amount up to but not to exceed exceeding such Lender’s Delayed Draw Term Loan Commitment Commitment; provided, that (each, a “i) the Borrowers shall not be entitled to issue more than two Delayed Draw Term Loan”). Company may make more than one borrowing (the date Funding Notices in total in respect of each such borrowing, a “Delayed Draw Term Loan Funding Date”) under the Delayed Draw Term Loan Commitments, provided that (ii) $24,500,000 of the amount of Delayed Draw Term Loans requested and funded on each Delayed Draw Term Loan Funding Date shall Commitment will be no less than Two Million Five Hundred Thousand Dollars available to the Borrowers on or after December 12, 2016, (iii) $2,500,000), and there shall be no more than two (2) 12,500,000 of the Delayed Draw Term Loan Funding Dates Commitment will be available to the Borrowers on or after May 10, 2017, and (iv) after giving effect to the making of any Delayed Draw Term Loans, in no event shall the aggregateTotal Utilization of the Delayed Draw Term Loan Commitments exceed the Delayed Draw Term Loan Commitments then in effect. Any amount borrowed under pursuant to this Section 2.2(a) and subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each The portion of each Lender’s Delayed Draw Term Loan Commitment funded after giving making a Delayed Draw Term Loan shall terminate immediately and without further action at after giving effect to the end funding by such Lender on such date. The Lenders agree that: (i) the solvency requirement in Section 4.20 below shall not apply for purposes of the Delayed Draw Term Loan Availability Period, regardless of whether Commitment that will be available to the full amount Borrowers pursuant to subclause (iii) above; and (ii) execution of the Delayed Draw Term Loan Commitments has been borrowed Restructuring Support Agreement dated as of such dateApril 6, 2017 by the Borrowers and the Guarantors does not constitute a Material Adverse Effect.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2), each Each Lender severally agrees to make, make Loans to Borrowers from time to time during the Delayed Draw Term Loan Availability Period, term loans to Company in an aggregate amount not to exceed such Lender’s Delayed Draw Term Loan Commitment (each, a “Delayed Draw Term Loan”). Company may make more than one borrowing (the date of each such borrowing, a “Delayed Draw Term Loan Funding Date”) under the Delayed Draw Term Loan Commitments, provided that the amount of Delayed Draw Term Loans requested and funded on each Delayed Draw Term Loan Funding Date shall be no less than Two Million Five Hundred Thousand Dollars ($2,500,000), and there shall be no more than two (2) on or prior to the Delayed Draw Term Loan Funding Dates Commitment Termination Date in an aggregate principal amount equal to such Lender’s applicable Pro Rata Delayed Draw Term Loan Share of the aggregate. Any unfunded Delayed Draw Term Loan Commitments of such aggregate amounts of Delayed Draw Term Loans as Borrowers may request; provided, that (i) the principal amount borrowed under this Section 2.2(aof any Delayed Draw Term Loan to be made by any Lender shall not exceed such ▇▇▇▇▇▇’s remaining unfunded Delayed Draw Term Loan Commitment, and (ii) and subsequently repaid or prepaid may not be reborrowed. All amounts owed hereunder with respect to the borrowings of Delayed Draw Term Loans shall be paid used solely to finance (1) Permitted Acquisitions, (2) Other Acquisition-Like Investments, (3) the payment of Permitted Earn-Outs incurred in full no later connection with the foregoing, (4) the payment of fees and expenses incurred in connection with the foregoing or (5) the refinancing of Revolving Loans or replenishment of cash on the balance sheet utilized in respect of any of the foregoing not more than ninety (90) days prior to the related funding of the applicable Delayed Draw Term Loan Maturity DateLoan. Each Lender’s The Delayed Draw Term Loan Commitment shall automatically be reduced immediately upon and in the principal amount of each Delayed Draw Term Loan made hereunder, and any remaining unfunded Delayed Draw Term Loan Commitments of the Lenders shall terminate immediately and without further action at the end of on the Delayed Draw Term Loan Availability Period, regardless of whether the full amount of the Delayed Draw Term Loan Commitments has been borrowed as of such dateCommitment Termination Date.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof (includinghereof, without limitation, upon ▇▇▇▇▇▇▇▇’s written request therefor made at any time during the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2)Tranche 1 Draw Period, each Delayed Draw Term Loan Lender severally agrees to make, from time make Delayed Draw Term Loan(s) to time during the Borrower in an aggregate amount equal to the Tranche 1 Delayed Draw Term Loan Availability Commitment of such Lender (the “Tranche 1 Delayed Draw Term Loan”), and once repaid in accordance with the provisions hereof may not be reborrowed; provided, that notwithstanding the foregoing, if Borrower prepays any Tranche 1 Delayed Draw Term Loan pursuant to Section 2.11 on or before September 30, 2025, such prepayment will automatically restore availability under the Tranche 1 Delayed Draw Term Loan Commitment, and Delayed Draw Term Loan(s) may be re-borrowed (subject to Section 2.2 and all other provisions hereunder governing the making of Loans) in an aggregate amount equal to the Tranche 1 Delayed Draw Term Loan Commitment at any time on or before September 30, 2027. In addition, subject to the terms and conditions hereof, upon ▇▇▇▇▇▇▇▇’s written request therefor made at any time during the Tranche 2 Draw Period, term loans each Delayed Draw Term Loan Lender severally agrees to Company make Delayed Draw Term Loan(s) to the Borrower in an aggregate amount not to exceed such Lender’s the Tranche 2 Delayed Draw Term Loan Commitment of such Lender (each, a “Tranche 2 Delayed Draw Term Loan”). Company may make more than one borrowing (the date of each such borrowing, a “Delayed Draw Term Loan Funding Date”) under the Delayed Draw Term Loan Commitments, provided that the amount of Delayed Draw Term Loans requested and funded on each Delayed Draw Term Loan Funding Date shall be no less than Two Million Five Hundred Thousand Dollars ($2,500,000), and there shall be no more than two (2) Delayed Draw Term Loan Funding Dates once repaid in accordance with the aggregate. Any amount borrowed under this Section 2.2(a) and subsequently repaid or prepaid provisions hereof may not be reborrowed. All amounts owed hereunder with respect to the The Delayed Draw Term Loans shall may from time to time be paid SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in full no later than the Term Loan Maturity Dateaccordance with Sections 2.2 and 2.13. Each Lender’s The Delayed Draw Term Loan Commitment shall terminate immediately and without further action at on July 1, 2026. Unless otherwise agreed to by the end of the Administrative Agent in its sole discretion, each Delayed Draw Term Loan Availability Period, regardless of whether the full amount of the Delayed Draw Term Loan Commitments has been borrowed as of such dateshall be denominated in Dollars.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2)hereof, each Lender severally agrees to makemake to Borrower, from time to time and Borrower may request, once during each calendar month during the Delayed Draw Term Loan Availability Period, term loans that Delayed Draw Term Loans be made to Company Borrower in an aggregate principal amount up to but not to exceed exceeding such Lender’s Delayed Draw Term Loan Commitment Commitment; provided that (each, a “i) up to ten borrowings of Delayed Draw Term Loan”). Company may make more than one borrowing (the date of each such borrowing, a “Delayed Draw Term Loan Funding Date”) Loans under the Delayed Draw Term Loan CommitmentsCommitments shall be permitted hereunder, provided that the amount (ii) all borrowings of Delayed Draw Term Loans requested and funded on each under the Delayed Draw Term Loan Funding Date shall Commitments must be no less than Two Million Five Hundred Thousand Dollars ($2,500,000), and there shall be no more than two (2) Delayed Draw Term Loan Funding Dates in the aggregate. Any amount borrowed under this Section 2.2(a) and subsequently repaid made on or prepaid may not be reborrowed. All amounts owed hereunder with respect prior to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action at the end last Business Day of the Delayed Draw Term Loan Availability PeriodPeriod and (iii) the borrowing of Delayed Draw Term Loans under the Delayed Draw Term Loan Commitments shall be in principal amounts not less than $1,000,000 or integral multiples of $100,000 in excess thereof. Notwithstanding any other provision of this Agreement, regardless outstanding Delayed Draw Term Loan Commitments shall automatically terminate upon the earlier of whether (x) the full funding of Delayed Draw Term Loans pursuant to this Section 2.1.1(b) (in which case, such Delayed Draw Term Loan Commitments shall terminate in an amount equal to the principal amount of any Delayed Draw Term Loans so funded) and (y) at 5:00 p.m., New York City time, on the last Business Day of the Delayed Draw Term Loan Availability Period (in which case, all then outstanding Delayed Draw Term Loan Commitments has been borrowed as of such dateshall so terminate).