Common use of Delayed Draw Term Loan Commitments Clause in Contracts

Delayed Draw Term Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender with a Closing Date Delayed Draw Term Loan Commitment severally agrees to make, during the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date Delayed Draw Term Loan”) to the Borrower on each Closing Date Delayed Draw Funding Date in an amount up to but not exceeding the 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 up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments 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 under 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. (i) Subject to the terms and conditions hereof, each Lender with Lender, by its acceptance hereof, severally agrees to make a Closing Date loan or loans (individually a “Delayed Draw Term Loan” and collectively for all the 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 severally agrees to make, during the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date Delayed Draw Term Loan”Loan Availability Period; provided, that (a) to the Borrower on each Closing Date aggregate original principal amount of all Delayed Draw Funding Date in an amount up to but Term Loans shall not exceeding exceed the undrawn amount of such Lender’s Closing Date Delayed Draw Term Loan Commitment on and (b) the aggregate original principal amount of all Delayed Draw Term Loans of any Lender shall not exceed such date. The Closing Date Lender’s Delayed Draw Term Loan Commitments Commitment. Each Borrowing of Delayed Draw Term Loans shall terminate on be made ratably by the earliest of (i) July 2, 2025, (ii) the date the Closing Date Lenders in proportion to their respective Delayed Draw Term Loan Commitments are terminated pursuant Percentages; provided, that the Borrower shall be limited to Section 2.13(csix (6) or Section 8.2 and (iii) Borrowings during the date on which the Closing Date Delayed Draw Term Loan Commitments have been fully drawn (such earliest dateAvailability Period. As provided in Section 1.5(a) hereof, the “Closing Date Delayed Draw Termination Date”). The Closing Date Borrower may elect that the Delayed Draw Term Loans (if and when funded) shall have, to the extent not otherwise set forth herein, the same terms be outstanding as the Initial Term Base Rate Loans (except for the date from which interest begins to accrue)or Eurodollar Loans. Any No 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 on any 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 up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments 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 may be borrowed under 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 Dateagain.

Delayed Draw Term Loan Commitments. (i) Subject to During the terms and conditions hereof, each Lender with a Closing Date Delayed Draw Term Loan Commitment severally agrees to make, during the Closing Date Delayed Draw Commitment Period, a each Lender severally, and not jointly with the other Lenders, agrees, upon the terms and subject to the conditions herein set forth, to make term loan loans denominated in Dollars in up to four separate draws (each, a “Closing Date Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans” and together with the Closing Date Term Loans, the “Term Loans”) to the Borrower on each Closing Date Delayed Draw Funding Date, in an aggregate principal amount not to exceed the Delayed Draw Term Loan Commitment of such Lender, which Delayed Draw Term Loans shall be repaid in accordance with the provisions of this Agreement. Any amount borrowed under this Section 2.01(a)(ii) and subsequently repaid or prepaid may not be reborrowed. 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 up equal to but not exceeding and after giving effect to the undrawn amount funding by such Lender of the applicable Delayed Draw Term Loans to be made by it on such date. Each Lender’s Closing Date Delayed Draw Term Loan Commitment shall be terminated immediately and without further action at 5:00 p.m., New York City time, on such datethe Delayed Draw Commitment Termination 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, have the same terms and conditions 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 Term Loans for all purposes (it being understood, for the avoidance of doubt, that interest shall accrue on the 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 up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments shall terminate on the earliest of (i) July 2September 13, 20252027, (ii) from 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”of funding thereof). 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. 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. (i) Subject to the terms and conditions hereof, each Lender with a Closing Date severally agrees to make the Delayed Draw Term Loan Commitment severally agrees to make, during the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date Delayed Draw Term Loan”) Loans to the Borrower on each Closing Date Delayed Draw Funding Date Borrowers in an aggregate amount up to but not exceeding the undrawn amount of such Lender’s Closing Date Delayed Draw Term Loan Commitment; provided, that (i) the Borrowers shall not be entitled to issue more than two Delayed Draw Funding Notices in total in respect of the Delayed Draw Term Loan Commitments, (ii) $24,500,000 of the Delayed Draw Term Loan Commitment will be available to the Borrowers on such date. The Closing Date or after December 12, 2016, (iii) $12,500,000 of the Delayed Draw Term Loan 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 Total Utilization of the Delayed Draw Term Loan Commitments shall terminate on exceed 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)then in effect. Any amount borrowed under pursuant to this Section 2.1(b)(i2.2(a) 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, The portion of each Lender with a Second Amendment Lender’s Delayed Draw Term Loan Commitment severally agrees to make, during the Second Amendment Delayed Draw Commitment Period, funded after giving making a term loan (a “Second Amendment Delayed Draw Term Loan”) Loan shall terminate immediately and without further action after giving effect to the Borrower funding by such Lender on each Second Amendment Delayed Draw Funding Date such date. The Lenders agree that: (i) the solvency requirement in an amount up to but Section 4.20 below shall not exceeding apply for purposes of the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments shall terminate on that will be available to the earliest of Borrowers pursuant to subclause (iiii) July 2September 13, 20252027, above; and (ii) execution of the date Restructuring Support Agreement dated as of April 6, 2017 by the Second Amendment Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 Borrowers 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 Guarantors does 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. 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 Dateconstitute a Material Adverse Effect.

Delayed Draw Term Loan Commitments. (ia) Subject to the terms and conditions hereofset forth herein, each Lender with a Closing Date Delayed Draw Term Loan Commitment severally agrees to make, during the Closing Date Delayed Draw Commitment Periodmake a single loan (each such loan, a term loan (a “Closing Date Tranche A Delayed Draw Term Loan”) to the Borrower on each Closing Date Borrowers at any time during the Tranche A Delayed Draw Funding Date Term Loan Commitment Period, in an amount up equal to but not exceeding such ▇▇▇▇▇▇’s Tranche A Delayed Draw Term Loan Commitment; provided, that after giving effect to the undrawn requested Tranche A Delayed Draw Term Loan, the aggregate principal amount of such Lender’s Closing Date 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 on such date. The Closing Date shall automatically be reduced concurrently with, and in the principal amount of, the Tranche A Delayed Draw Term Loan Commitments shall terminate on the earliest made by such Lender. The principal amount of (i) July 2, 2025, (ii) the date the Closing Date any Tranche A 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 is 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. (iib) Subject to the terms and conditions hereofset forth herein, each Lender with severally agrees to make loans (each such loan, a Second Amendment “Tranche B Delayed Draw Term Loan Commitment severally agrees to makeLoan” and, during together with the Second Amendment Tranche A Delayed Draw Commitment PeriodTerm Loans, “Delayed Draw Term Loans” and each, 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 Borrowers from time to but not exceeding time during the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Tranche B Delayed Draw Term Loan Commitment on Period, in an amount equal to such dateLender’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. The Second Amendment 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 earliest of (i) July 2September 13, 20252027, (ii) the date the Second Amendment Tranche B Delayed Draw Term Loan Commitments are terminated 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 2.13(c2.01(b) or (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 8.2 and (iii) 2.01(b), the date on which the Second Amendment Tranche B Delayed Draw Term Loan Commitments have been fully drawn (Commitment of each Lender shall automatically and without further action be replenished in the amount of such earliest dateLender’s Applicable Percentage of such Specified Prepaid Loan. Except as expressly set forth in the immediately preceding sentence, the “Second Amendment Delayed Draw Termination Date”). The Second Amendment principal amount of any Tranche B 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 Loan which interest begins to accrue). Any amount borrowed under this Section 2.1(b)(ii) and subsequently is repaid or prepaid may not be reborrowed. Subject . (c) The obligation of each Lender having an unfunded Delayed Draw Term Loan Commitment to Sections 2.13(afund any Delayed Draw Term Loan shall be subject to the following conditions: (i) and 2.14, all amounts owed hereunder Borrowers shall have delivered a Notice of Borrowing with respect to the Second Amendment such requested Delayed Draw Term Loans will be paid Loan not less than five (5) Business Days prior to the requested date of funding (and in full no later any event not less than five (5) Business Days prior to the Tranche A Delayed Draw Term Loan Maturity 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. (i) Subject to the terms and conditions hereof, upon ▇▇▇▇▇▇▇▇’s written request therefor made at any time during the Tranche 1 Draw Period, each Delayed Draw Term Loan Lender with a Closing Date severally agrees to make Delayed Draw Term Loan(s) to the Borrower in an aggregate amount equal to the Tranche 1 Delayed Draw Term Loan Commitment severally agrees to make, during of such Lender (the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date 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 Borrower on each Closing Date Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount of such Lender’s Closing Date Tranche 1 Delayed Draw Term Loan Commitment at any time on such dateor before September 30, 2027. The Closing Date Delayed Draw Term Loan Commitments shall terminate on the earliest of (i) July 2In addition, 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 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 up to but not exceeding the undrawn amount of such upon ▇▇▇▇▇▇▇▇’s Second Amendment written request therefor made at any time during the Tranche 2 Draw Period, each Delayed Draw Term Loan Lender severally agrees to make Delayed Draw Term Loan(s) to the Borrower in an aggregate amount not to exceed the Tranche 2 Delayed Draw Term Loan Commitment on of such date. The Second Amendment Lender (each, a “Tranche 2 Delayed Draw Term Loan Commitments 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 DateLoan”). The Second Amendment Delayed Draw Term Loans (if , and when funded) shall have, to once repaid in accordance with 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 provisions hereof may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Second Amendment The Delayed Draw Term Loans will 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 accordance with Sections 2.2 and 2.13. The Delayed Draw Term Loan Maturity DateCommitment shall terminate on July 1, 2026. Unless otherwise agreed to by the Administrative Agent in its sole discretion, each Delayed Draw Term Loan shall be denominated in Dollars.

Delayed Draw Term Loan Commitments. (i) Subject Each Lender agrees to make Loans to Borrowers from time to time on each Delayed Draw Term Loan Funding Date on or prior to the terms and conditions hereof, each Lender with a Closing Date Delayed Draw Term Loan Commitment severally agrees to make, during the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date Delayed Draw Term Loan”) to the Borrower on each Closing Date Delayed Draw Funding Termination Date in an aggregate principal amount up equal to but not exceeding the undrawn amount of such Lender’s Closing Date applicable Pro Rata Delayed Draw Term Loan Commitment on such date. The Closing Date Share of the unfunded Delayed Draw Term Loan Commitments shall terminate on the earliest of such aggregate amounts of Delayed Draw Term Loans as Borrowers may request; provided, that (i) July 2, 2025, (ii) the date the Closing Date principal amount of any 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) be made by any Lender 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 up to but not exceeding the undrawn amount of exceed such ▇▇▇▇▇▇’s Second Amendment remaining unfunded Delayed Draw Term Loan Commitment, and (ii) borrowings of Delayed Draw Term Loans shall be used solely to finance (1) Permitted Acquisitions, (2) Other Acquisition-Like Investments, (3) the payment of Permitted Earn-Outs incurred in 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. The Delayed Draw Term Loan Commitment on such date. The Second Amendment 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 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 Commitment 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. 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. (i) Subject to the terms and conditions hereof, each Lender with a Closing Date Delayed Draw Term Loan Commitment severally agrees to make, during the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date Delayed Draw Term Loan”) denominated in Dollars to the Borrower on each Closing Date Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount of such Lender▇▇▇▇▇▇’s Closing Date Delayed Draw Term Loan Commitment on such date. Any funding of Delayed Draw Term Loans shall be made with respect of Delayed Draw Term Loan-1 Commitments until the amount of Delayed Draw Term Loan-1 Commitments is reduced to zero, and thereafter Delayed Draw Term Loan-2 Commitments. The Closing Date Delayed Draw Term Loan Commitments shall terminate on the earliest of (i) July 2November 24, 20252027, in the case of Delayed Draw Term Loan-1 Commitments and November 24, 2028 in the case of Delayed Draw Term Loan-2 Commitments, (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”). Notwithstanding anything herein to the contrary, the Borrower shall not draw under any Delayed Draw Term Loan with respect to any Delayed Draw Term Loan-2 Commitments prior to the satisfaction of the Delayed Draw Term Loan Milestone 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)(i2.1(b) 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 up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments 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 under 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. (ia) Subject to the terms and conditions hereofset forth in this Agreement, during the Availability Period, each Lender with a Closing Date Delayed Draw Term Loan Commitment Bank severally agrees to make, during the Closing Date Delayed Draw Commitment Period, a term loan make loans (each a “Closing Date Delayed Draw Term Loan” and collectively the “Delayed Draw Term Loans”) to the Borrower on each Closing Date Delayed Draw Funding Date in Dollars as the Borrower may request in a single borrowing pursuant to Section 2.02(a) in an amount up to but not exceeding the undrawn amount of such Lender’s Closing Date its Delayed Draw Term Loan Commitment Commitment. Each Delayed Draw Term Loan under this Section 2.01(a) which is a Base Rate Loan shall be for an aggregate principal amount of at least $500,000. Each Delayed Draw Term Loan under this Section 2.01(a) which is a SOFR Loan shall be for an aggregate principal amount of at least $2,500,000. Each Delayed Draw Term Loan under this Section 2.01 #100806096v13 shall be made from the Banks severally and ratably in proportion to their respective Pro Rata Shares with respect to the Delayed Draw Term Loan Commitments. Amounts repaid or prepaid in respect of Delayed Draw Term Loans may not be reborrowed. Unless sooner payable pursuant to the terms of this Agreement, all Delayed Draw Term Loans, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Borrower to the Administrative Agent and/or any Bank with respect thereto shall be due and payable on such datethe Final Maturity Date. The Closing Date failure of any Bank to make any Loan required under this Agreement shall not release any other Bank from its obligation to make Loans as provided herein. (b) During the Availability Period, Delayed Draw Term Loan Commitments shall terminate on be permanently reduced, and after the earliest making of Delayed Draw Term Loans hereunder, Delayed Draw Term Loans shall be prepaid without premium or penalty, in each case, in an amount equal to (i) July 2100% of the Net Cash Proceeds received by the Borrower or its Subsidiaries from all asset sales outside the ordinary course of business and other dispositions of property (including proceeds of insurance and condemnation proceeds to the extent not used or committed to be used for assets necessary, 2025used or useful in the operation of the Borrower’s business within 180 days thereof), in each case in excess of $50,000,000, but in each case excluding any intercompany sales or intercompany dispositions of assets and any dispositions of inventory, used or surplus equipment, and cash or cash equivalents, (ii) the date aggregate amount of any decrease in the Closing Date cash consideration payable in respect of the Specified Acquisition, and (iii) 100% of the Capital Markets Proceeds received by the Borrower or its subsidiaries from any facility, issuance, incurrence of Debt, Capital Stock or other transactions giving rise to the Capital Markets Proceeds; provided that all mandatory prepayments of Delayed Draw Term Loans or Delayed Draw Term Loan Commitment reductions made pursuant to (A) for the avoidance of doubt, clause (i) shall be applied first to the Delayed Draw Term Loan Facility (or permanent reduction of all commitments in respect of the Delayed Draw Term Loan Facility to $0), then second, to the extent of any excess amount, to the Bridge Facility (or as otherwise agreed between the Borrower and the lenders under the Bridge Facility), (B) clause (ii) shall be applied pro rata to the Bridge Facility and the Delayed Draw Term Loan Facility and (C) clause (iii) shall be applied first to the Bridge Facility and, if such application results in the prepayment of all loans under the Bridge Facility (or permanent reduction of all commitments in respect of the Bridge Facility to $0), then second, to the extent of any excess amount, to the Delayed Draw Term Loan Facility. Any required Delayed Draw Term Loan Commitment reduction shall be automatically effective on the same day as such Net Cash Proceeds or Capital Markets Proceeds are received or such decrease in cash consideration occurs. Any mandatory prepayment of Delayed Draw Term Loans resulting from the receipt of Net Cash Proceeds or Capital Markets Proceeds shall be made within three (3) Business Days of receipt of such Net Cash Proceeds or Capital Markets Proceeds, as the case may be. Prepayments or commitment reductions pursuant to this Section 2.01(b) shall be made on a ratable basis among the Banks based on their respective Pro Rata Shares. (c) The Delayed Draw Term Loan Commitment of each Bank shall be terminated in full on the Commitment Termination Date. (d) The Borrower may terminate entirely at any time, or proportionately reduce, the aggregate Delayed Draw Term Loan Commitments are terminated pursuant from time to Section 2.13(ctime, upon five (5) Business Days’ prior written notice to the Administrative Agent and each Bank on a ratable basis among the Banks based on their respective Pro Rata Shares by an aggregate amount of $5,000,000 or Section 8.2 any #100806096v13 larger multiple of $1,000,000; provided, however, that any such termination or reduction shall be permanent and (iii) the date on which Borrower shall have no right to thereafter reinstate or increase, as the Closing Date Delayed Draw Term Loan Commitments have been fully drawn (such earliest datecase may be, 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 up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments 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 under 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 Dateany Bank.

Delayed Draw Term Loan Commitments. (ia) Subject to the terms and conditions hereofset forth in this Agreement, on one Business Day during the Availability Period, each Lender Bank severally agrees to make loans under the Delayed Draw Term Loan Tranche A Facility (each a “Delayed Draw Term Loan Tranche A Loan” and collectively the “Delayed Draw Term Loan Tranche A Loans”) and the Delayed Draw Term Loan Tranche B Facility (each a “Delayed Draw Term Loan Tranche B Loan” and collectively the “Delayed Draw Term Loan Tranche B Loans”; the Delayed Draw Term Loan Tranche A Loans and Delayed Draw Term Loan Tranche B Loans, each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”) to the Borrower in Dollars as the Borrower may request in one borrowing under each Tranche pursuant to Section 2.02(a) in an amount up to its applicable Delayed Draw Term Loan Commitment. Each Delayed Draw Term Loan under this Section 2.01(a) which is a Base Rate Loan shall be for an aggregate principal amount of at least $500,000. Each Delayed Draw Term Loan under this Section 2.01(a) which is a SOFR Loan shall be for an aggregate principal amount of at least $2,500,000. Each Delayed Draw Term Loan under this Section 2.01 shall be made from the Banks severally and (x) in the case of the Delayed Draw Term Loan Tranche A Loan, ratably in proportion to their respective Pro Rata Shares with respect to the Delayed Draw Term Loan Tranche A Commitments and (y) in the case of the Delayed Draw Term Loan Tranche B Loan, ratably in proportion to their respective Pro Rata Shares with respect to the Delayed Draw Term Loan Tranche B Commitments. Amounts repaid or prepaid in respect of Delayed Draw Term Loans may not be reborrowed. Unless sooner payable pursuant to the terms of this Agreement, all Delayed Draw Term Loans, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Borrower to the Administrative Agent and/or any Bank with respect thereto shall be due and payable on the Final Maturity Date. The failure of any Bank to make any Loan required under this Agreement shall not release any other Bank from its obligation to make Loans as provided herein. (b) During the Availability Period, Delayed Draw Term Loan Tranche A Commitments shall be permanently reduced, and after the making of Delayed Draw Term Loan Tranche A Loans hereunder, Delayed Draw Term Loan Tranche A Loans shall be prepaid without premium or penalty, in each case, in an amount equal to (i) 100% of the Net Cash Proceeds received by the Borrower or its Subsidiaries from all asset sales outside the ordinary course of business and other dispositions of property (including proceeds of insurance and condemnation proceeds to the extent not used or committed to be used for assets necessary, used or useful in the operation of the Borrower’s business within 180 days thereof), in each case in excess of $50,000,000, but in each case excluding any intercompany sales or intercompany dispositions of assets and any dispositions of inventory, used or surplus equipment, and cash or cash equivalents, (ii) the aggregate amount of any decrease in the cash consideration payable in respect of the Specified Acquisition, and (iii) 100% of the Capital Markets Proceeds received by the Borrower or its subsidiaries from any facility, issuance, incurrence of Debt, Capital Stock or other transactions giving rise to the Capital Markets Proceeds. Any required Delayed Draw Term Loan Tranche A Commitment reduction shall be automatically effective on the same day as such Net Cash Proceeds or Capital Markets Proceeds are received or such decrease in cash consideration occurs. Any mandatory prepayment of Delayed Draw Term Loan Tranche A Loans resulting from the receipt of Net Cash Proceeds or Capital Markets Proceeds shall be made within three (3) Business Days of receipt of such Net Cash Proceeds or Capital Markets Proceeds, as the case may be. Prepayments or commitment reductions pursuant to this Section 2.01(b) shall be made on a Closing Date ratable basis among the Banks based on their respective Pro Rata Shares of the Delayed Draw Term Loan Tranche A Facility. (c) The applicable Delayed Draw Term Loan Commitments of each Bank shall be terminated in full and all accrued Ticking Fees shall be payable on the applicable Commitment Termination Date. (d) The Borrower may terminate entirely at any time, or proportionately reduce, the aggregate Delayed Draw Term Loan Commitments of any Tranche from time to time, upon five (5) Business Days’ prior written notice to the Administrative Agent and each Bank on a ratable basis among the Banks based on their respective Pro Rata Shares of the Tranche to be terminated or reduced by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000; provided, however, that any such termination or reduction shall be permanent and the Borrower shall have no right to thereafter reinstate or increase, as the case may be, the Delayed Draw Term Loan Commitment severally agrees to makeof any Bank. (e) If, during within five (5) Business Days after the Closing Date Delayed Draw Commitment Period, a term loan (a “Closing Date Delayed Draw Term Loan”) to the Borrower on each Closing Date Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount borrowing of such Lender’s Closing Date any Delayed Draw Term Loan Commitment on such date. The Closing Date Tranche A Loan, the Specified Acquisition has not been consummated in accordance with the terms of the Specified Acquisition Agreement, the Borrower shall immediately prepay in full, together with all accrued and unpaid interest and fees under this Agreement, all outstanding 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 DateTranche A Loans. (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 up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s Second Amendment Delayed Draw Term Loan Commitment on such date. The Second Amendment Delayed Draw Term Loan Commitments 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 under 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.