Common use of Delayed Draw Term Loan Commitments Clause in Contracts

Delayed Draw Term Loan Commitments. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan (each such loan, a “Tranche A Delayed Draw Term Loan”) to the Borrowers at any time during the 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”) to the Borrowers from time to time during the Tranche B Delayed Draw Term Loan 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) 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 Commitment, 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 by the Lenders pursuant to the terms of Section 2.02(b)(ii) hereof. Each Lender’s Tranche B Delayed Draw Term Loan Commitment shall automatically be reduced concurrently with, and in the principal amount of, each Tranche B Delayed Draw Term Loan 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 amount of such Lender’s Applicable Percentage of such Specified Prepaid Loan. Except as expressly set forth in the immediately preceding sentence, the principal amount of any Tranche B Delayed Draw Term Loan which is repaid or prepaid may not be reborrowed. (c) The obligation of each Lender having an unfunded Delayed Draw Term Loan Commitment to fund any Delayed Draw Term Loan shall be subject to the following conditions: (i) Borrowers shall have delivered a Notice of Borrowing with respect to such requested Delayed Draw Term Loan 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 satisfied prior to or concurrently with the funding of such Delayed Draw Term Loan.

Delayed Draw Term Loan Commitments. (a) Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth hereinin Section 3.1 and Section 3.2), each Lender severally agrees to make a single loan (each such loanmake, a “Tranche A from time to time during the Delayed Draw Term Loan”) Loan Availability Period, term loans to the Borrowers at any time during the Tranche A Company in an aggregate amount not to exceed such Lender’s 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”) to ). Company may make more than one borrowing (the Borrowers from time to time during the Tranche B date of each such borrowing, a “Delayed Draw Term Loan 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, (iFunding Date”) 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 CommitmentCommitments, and (ii) provided that 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 by the Lenders pursuant to the terms of Section 2.02(b)(ii) hereof. Each Lender’s Tranche B on each Delayed Draw Term Loan Commitment Funding Date shall automatically be reduced concurrently withno less than Two Million Five Hundred Thousand Dollars ($2,500,000), and in the principal amount of, each Tranche B there shall be no more than two (2) Delayed Draw Term Loan made by such Lender, and any remaining unfunded Tranche B Delayed Draw Term Loan Commitments of Funding Dates in the Lenders shall terminate on the Tranche B Delayed Draw Term Loan Commitment Termination Dateaggregate. Subject to the terms of Section 2.05(a) below, a portion of the Tranche B Delayed Draw Term Loans in Any 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 borrowed under this Section 2.01(b2.2(a) (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 amount of such Lender’s Applicable Percentage of such Specified Prepaid Loan. Except as expressly set forth in the immediately preceding sentence, the principal amount of any Tranche B Delayed Draw Term Loan which is subsequently repaid or prepaid may not be reborrowed. (c) The obligation of each Lender having an unfunded . 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 to fund any shall terminate immediately and without further action at the end of the Delayed Draw Term Loan shall be subject to Availability Period, regardless of whether the following conditions: (i) Borrowers shall have delivered a Notice full amount of Borrowing with respect to such requested the Delayed Draw Term Loan 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, Commitments has been borrowed as applicable), in accordance with Section 2.02 below, and (ii) all conditions set forth in Section 4.02 shall have been satisfied prior to or concurrently with the funding of such Delayed Draw Term Loandate.

Delayed Draw Term Loan Commitments. (a) Subject to During the Delayed Draw Commitment Period, each Lender severally, and not jointly with the other Lenders, agrees, upon the terms and subject to the conditions herein set forth hereinforth, each Lender severally agrees to make a single loan term loans denominated in Dollars in up to four separate draws (each such loan, a “Tranche A Delayed Draw Term Loan”) to the Borrowers at any time during the 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” and collectively, the “Delayed Draw Term Loans” and together with the Closing Date Term Loans, the “Term Loans”) to the Borrowers from time Borrower on each Delayed Draw Funding Date, in an aggregate principal amount not to time during exceed the Tranche B Delayed Draw Term Loan Commitment Period, in an amount equal to of 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) 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 Commitment, and (ii) the aggregate principal amount of Delayed Draw Term Loans outstanding hereunder shall not exceed the Aggregate Commitments. Tranche B which 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 by the Lenders pursuant to the terms of Section 2.02(b)(ii) hereof. Each Lender’s Tranche B Delayed Draw Term Loan Commitment shall automatically be reduced concurrently with, and in the principal amount of, each Tranche B Delayed Draw Term Loan 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 repaid in accordance with the terms provisions of this Agreement. Any amount borrowed under this Section 2.01(b), the Tranche B Delayed Draw Term Loan Commitment of each Lender shall automatically 2.01(a)(ii) and without further action be replenished in the amount of such Lender’s Applicable Percentage of such Specified Prepaid Loan. Except as expressly set forth in the immediately preceding sentence, the principal amount of any Tranche B Delayed Draw Term Loan which is subsequently repaid or prepaid may not be reborrowed. (c) The obligation of each Lender having an unfunded . 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 fund any and after giving effect to the funding by such Lender of the applicable Delayed Draw Term Loan shall Loans to be subject to the following conditions: (i) Borrowers shall have delivered a Notice of Borrowing with respect to made by it on such requested Delayed Draw Term Loan 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 date. Each Lender’s Delayed Draw Term Loan Commitment shall be terminated immediately and without further action at 5:00 p.m., New York City time, on the Delayed Draw Commitment Termination Date or Tranche B Date. The Delayed Draw Term Loan Commitment Termination Date, as applicable), in accordance with Section 2.02 below, Loans (if and (iiwhen funded) all conditions set forth in Section 4.02 shall have been satisfied prior to or concurrently with the funding same terms and conditions as the Closing Date Term Loans for all purposes (it being understood, for the avoidance of such doubt, that interest shall accrue on the Delayed Draw Term LoanLoans from the date of funding thereof).

Delayed Draw Term Loan Commitments. (ai) Subject to the terms and conditions set forth hereinhereof, each Lender with a Closing Date Delayed Draw Term Loan Commitment severally agrees to make make, during the Closing Date Delayed Draw Commitment Period, a single term loan (each such loan, a “Tranche A Closing Date Delayed Draw Term Loan”) to the Borrowers at any time during Borrower on each Closing Date Delayed Draw Funding Date in an amount up to but not exceeding the Tranche A undrawn amount of such Lender’s Closing Date Delayed Draw Term Loan Commitment on such date. The Closing Date Delayed Draw Term Loan Commitments shall terminate on the earliest of (i) July 2, 2025, (ii) the date the Closing Date Delayed Draw Term Loan Commitments 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, the “Closing Date Delayed Draw Termination Date”). The Closing Date 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 under this Section 2.1(b)(i) 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 Closing Date Delayed Draw Term Loans will be paid in full no later than the Term Loan Maturity Date. (ii) Subject to the terms and conditions hereof, each Lender with a Second Amendment Delayed Draw Term Loan Commitment severally agrees to make, during the 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 equal up to but not exceeding the undrawn amount of 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 Second Amendment Delayed Draw Term Loan Commitment shall automatically be reduced concurrently with, and in the principal amount of, the Tranche A on such date. The Second Amendment Delayed Draw Term Loan made by such Lender. The principal amount Commitments shall terminate on the earliest of any Tranche A (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 is 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 under this Section 2.1(b)(ii) and subsequently repaid or prepaid may not be reborrowed. (b) . Subject to the terms Sections 2.13(a) and conditions set forth herein2.14, each Lender severally agrees to make loans (each such loan, a “Tranche B Delayed Draw Term Loan” and, together all amounts owed hereunder with the Tranche A Delayed Draw Term Loans, “Delayed Draw Term Loans” and each, a “Delayed Draw Term Loan”) respect to the Borrowers from time to time during the Tranche B Delayed Draw Term Loan 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) the aggregate principal amount of the Tranche B Second Amendment Delayed Draw Term Loans of such Lender shall not exceed such Lender’s Tranche B Delayed Draw will be paid in full no later than the Term Loan Commitment, 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 by the Lenders pursuant to the terms of Section 2.02(b)(ii) hereof. Each Lender’s Tranche B Delayed Draw Term Loan Commitment shall automatically be reduced concurrently with, and in the principal amount of, each Tranche B Delayed Draw Term Loan 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 Maturity 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 amount of such Lender’s Applicable Percentage of such Specified Prepaid Loan. Except as expressly set forth in the immediately preceding sentence, the principal amount of any Tranche B Delayed Draw Term Loan which is repaid or prepaid may not be reborrowed. (c) The obligation of each Lender having an unfunded Delayed Draw Term Loan Commitment to fund any Delayed Draw Term Loan shall be subject to the following conditions: (i) Borrowers shall have delivered a Notice of Borrowing with respect to such requested Delayed Draw Term Loan 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 satisfied prior to or concurrently with the funding of such Delayed Draw Term Loan.