Common use of Delayed Draw Term Loan Commitments Clause in Contracts

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make, during the Delayed Draw Commitment Period, a term loan (a “Delayed Draw Term Loan”) denominated in Dollars to the Borrower on each Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s 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 Delayed Draw Term Loan Commitments shall terminate on the earliest of (i) November 24, 2027, 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 Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “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 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) 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 Delayed Draw Term Loans will be paid in full no later than the Term Loan Maturity Date.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof, each Lender with a Delayed Draw Term Loan Commitment Lender, by its acceptance hereof, severally agrees to make, during the Delayed Draw Commitment Period, make a term loan or loans (individually a “Delayed Draw Term Loan” and collectively for all the Lenders the “Delayed Draw Term Loans”) denominated in U.S. Dollars to the Borrower on each Delayed Draw Funding Date in an amount from time to time up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇Lender’s Delayed Draw Term Loan Commitment on during the Delayed Draw Term Loan Availability Period; provided, that (a) the aggregate original principal amount of all Delayed Draw Term Loans shall not exceed the Delayed Draw Term Loan Commitment and (b) the aggregate original principal amount of all Delayed Draw Term Loans of any Lender shall not exceed such dateLender’s Delayed Draw Term Loan Commitment. Any funding Each Borrowing of Delayed Draw Term Loans shall be made with respect of Delayed Draw Term Loan-1 Commitments until ratably by the amount of Delayed Draw Term Loan-1 Commitments is reduced Lenders in proportion to zero, and thereafter Delayed Draw Term Loan-2 Commitments. The their respective Delayed Draw Term Loan Commitments Percentages; provided, that the Borrower shall terminate on the earliest of be limited to six (i6) November 24, 2027, 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 Borrowings during the Delayed Draw Term Loan Commitments are terminated pursuant to Availability Period. As provided in Section 2.13(c1.5(a) or Section 8.2 and (iii) hereof, the date on which Borrower may elect that the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “Delayed Draw Termination Date”)Loans be outstanding as Base Rate Loans or Eurodollar Loans. Notwithstanding anything herein to the contrary, the Borrower shall not draw under No amount repaid or prepaid on 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 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) 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 Delayed Draw Term Loans will be paid in full no later than the Term Loan Maturity Dateagain.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof, each Lender with a severally agrees to make to Borrower, and Borrower may request, once during each calendar month during the Delayed Draw Term Loan Commitment severally agrees to make, during the Delayed Draw Commitment Availability Period, a term loan (a “that Delayed Draw Term Loan”) denominated in Dollars Loans be made to the Borrower on each Delayed Draw Funding Date in an aggregate principal amount up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇Lender’s Delayed Draw Term Loan Commitment Commitment; provided that (i) up to ten borrowings of Delayed Draw Term Loans under the Delayed Draw Term Loan Commitments shall be permitted hereunder, (ii) all borrowings of Delayed Draw Term Loans under the Delayed Draw Term Loan Commitments must be made on such dateor prior to the last Business Day of the Delayed Draw Term Loan Availability Period 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. Any Notwithstanding any other provision of this Agreement, outstanding Delayed Draw Term Loan Commitments shall automatically terminate upon the earlier of (x) the 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 pursuant to zerothis Section 2.1.1(b) (in which case, and thereafter Delayed Draw Term Loan-2 Commitments. The such Delayed Draw Term Loan Commitments shall terminate on the earliest of (i) November 24, 2027, 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 Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “Delayed Draw Termination Date”). Notwithstanding anything herein an amount equal to the contrary, the Borrower shall not draw under principal amount of any Delayed Draw Term Loan with respect to any Delayed Draw Term Loan-2 Commitments prior to Loans so funded) and (y) at 5:00 p.m., New York City time, on the satisfaction last Business Day of the Delayed Draw Term Loan Milestone Date. The Availability Period (in which case, all then outstanding Delayed Draw Term Loans (if and when funded) Loan Commitments 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 accrueso terminate). Any amount borrowed under this Section 2.1(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 Delayed Draw Term Loans will be paid in full no later than the Term Loan Maturity Date.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereofhereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.1 and Section 3.2), each Lender with a 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 severally agrees to make(each, during the Delayed Draw Commitment Period, a term loan (a “Delayed Draw Term Loan”) denominated in Dollars to ). Company may make more than one borrowing (the Borrower on date of each Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇’s borrowing, a “Delayed Draw Term Loan Commitment on such date. Any funding of Funding Date”) under the Delayed Draw Term Loans shall be made with respect of Delayed Draw Term Loan-1 Commitments until Loan Commitments, provided that the amount of Delayed Draw Term Loan-1 Commitments is reduced to zero, Loans requested and thereafter Delayed Draw Term Loan-2 Commitments. The funded on each Delayed Draw Term Loan Commitments Funding Date shall terminate on the earliest of be no less than Two Million Five Hundred Thousand Dollars (i$2,500,000), and there shall be no more than two (2) November 24, 2027, 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 Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) Funding Dates in the date on which the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “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 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)aggregate. Any amount borrowed under this Section 2.1(b2.2(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all All amounts owed hereunder with respect to the Delayed Draw Term Loans will 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 the terms and conditions hereof, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make, during During the 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 “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans” and together with the Closing Date Term Loans, the “Term Loans”) denominated in Dollars to the Borrower on each Delayed Draw Funding Date Date, in an aggregate principal amount up not to but not exceeding exceed the undrawn amount 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 equal to and after giving effect to the funding by such Lender of the applicable Delayed Draw Term Loans to be made by it 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 Each Lender’s Delayed Draw Term Loan Commitments Commitment shall terminate be terminated immediately and without further action at 5:00 p.m., New York City time, on the earliest of (i) November 24, 2027, 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 Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “Delayed Draw Commitment 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 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 Closing Date Term Loans for all purposes (except it being understood, for the date from which avoidance of doubt, that interest begins to accrue). Any amount borrowed under this Section 2.1(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 shall accrue on the Delayed Draw Term Loans will be paid in full no later than from the Term Loan Maturity Datedate of funding thereof).

Delayed Draw Term Loan Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender with 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 makemake loans (each such loan, during the a “Tranche B Delayed Draw Commitment PeriodTerm Loan” and, a term loan (together with the Tranche A Delayed Draw Term Loans, “Delayed Draw Term Loans” and each, a “Delayed Draw Term Loan”) denominated in Dollars to the Borrower on each Delayed Draw Funding Date in an amount up Borrowers from time to but not exceeding time during the undrawn amount of such ▇▇▇▇▇▇’s 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. Any funding of Tranche B Delayed Draw Term Loans shall be made with respect 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-1 Commitments until Loan Commitment shall automatically be reduced concurrently with, and in the principal amount of of, each Tranche B Delayed Draw Term Loan-1 Commitments is reduced to zeroLoan made by such Lender, and thereafter Delayed Draw Term Loan-2 Commitments. The any remaining unfunded Tranche B Delayed Draw Term Loan Commitments of the Lenders shall terminate on the earliest of (i) November 24, 2027, 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 Tranche B Delayed Draw Term Loan Commitments are terminated pursuant Commitment Termination Date. Subject to the terms of Section 2.13(c2.05(a) or Section 8.2 and (iii) below, a portion of the date on which the Tranche B Delayed Draw Term Loan Commitments have been fully drawn 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 earliest dateprepayment, reborrowed pursuant to this Section 2.01(b) (the “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 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 Milestone Date. The in accordance with the terms of this Section 2.01(b), the Tranche B Delayed Draw Term Loans (if Loan Commitment of each Lender shall automatically and when funded) shall have, to without further action be replenished in the extent not otherwise amount of such Lender’s Applicable Percentage of such Specified Prepaid Loan. Except as expressly set forth hereinin the immediately preceding sentence, the same terms as the Initial principal amount of any Tranche B Delayed Draw Term Loans (except for the date from Loan which interest begins to accrue). Any amount borrowed under this Section 2.1(b) 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 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. Subject to the terms and conditions hereof, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make, during the Delayed Draw Commitment Period, a term loan (a “Delayed Draw Term Loan”) denominated in Dollars to the Borrower on each Delayed Draw Funding Date in an amount up to but not exceeding the undrawn amount of such upon ▇▇▇▇▇▇▇▇’s written request therefor made at any time during the Tranche 1 Draw Period, each Delayed Draw Term Loan Lender 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 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 dateprepayment 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. Any funding In addition, subject to the terms and conditions hereof, upon ▇▇▇▇▇▇▇▇’s 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 of such Lender (each, a “Tranche 2 Delayed Draw Term Loan”), and once repaid in accordance with the provisions hereof may not be reborrowed. The Delayed Draw Term Loans shall may from time to time be made SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with respect of Delayed Draw Term Loan-1 Commitments until the amount of Delayed Draw Term Loan-1 Commitments is reduced to zero, Sections 2.2 and thereafter Delayed Draw Term Loan-2 Commitments2.13. The Delayed Draw Term Loan Commitments Commitment shall terminate on July 1, 2026. Unless otherwise agreed to by the earliest of (i) November 24Administrative Agent in its sole discretion, 2027, 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 each Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “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 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) 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 Delayed Draw Term Loans will be paid denominated in full no later than the Term Loan Maturity DateDollars.

Delayed Draw Term Loan Commitments. 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 Delayed Draw Term Loan Commitment severally agrees Termination Date in an aggregate principal amount equal to make, during the Delayed Draw Commitment Period, a term loan (a “such Lender’s applicable Pro Rata Delayed Draw Term Loan”) denominated in Dollars to Loan Share of the Borrower on each unfunded Delayed Draw Funding Date in an amount up to but not exceeding Term Loan Commitments of such aggregate amounts of Delayed Draw Term Loans as Borrowers may request; provided, that (i) the undrawn principal amount of any Delayed Draw Term Loan to be made by any Lender shall not exceed such ▇▇▇▇▇▇’s remaining unfunded Delayed Draw Term Loan Commitment on such date. Any funding Commitment, and (ii) borrowings of Delayed Draw Term Loans shall be made 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-1 Commitments until the amount of Delayed Draw Term Loan-1 Commitments is reduced to zero, and thereafter Delayed Draw Term Loan-2 CommitmentsLoan. 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 on the earliest of (i) November 24, 2027, 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 Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “Delayed Draw Commitment 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 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) 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 Delayed Draw Term Loans will be paid in full no later than the Term Loan Maturity Date.

Delayed Draw Term Loan Commitments. Subject to the terms and conditions hereof, each Lender with a severally agrees to make the Delayed Draw Term Loan Commitment severally agrees to make, during the Delayed Draw Commitment Period, a term loan (a “Delayed Draw Term Loan”) denominated in Dollars Loans to the Borrower on each Delayed Draw Funding Date Borrowers in an aggregate amount up to but not exceeding the undrawn amount of such ▇▇▇▇▇▇Lender’s Delayed Draw Term Loan Commitment on such date. Any funding of Commitment; provided, that (i) the Borrowers shall not be entitled to issue more than two Delayed Draw Term Loans shall be made with Funding Notices in total in 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 Delayed Draw Term Loan Commitments shall terminate on the earliest of (i) November 24, 2027, 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) $24,500,000 of the date Delayed Draw Term Loan Commitment will be available to the Borrowers on 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 are terminated pursuant to Section 2.13(c) or Section 8.2 and (iii) the date on which exceed the Delayed Draw Term Loan Commitments have been fully drawn (such earliest date, the “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 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(b2.2(a) and subsequently repaid or prepaid may not be reborrowed. Subject 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 after giving effect to Sections 2.13(athe funding by such Lender on such date. The Lenders agree that: (i) and 2.14, all amounts owed hereunder with respect to the solvency requirement in Section 4.20 below shall not apply for purposes of the Delayed Draw Term Loans Loan Commitment that will be paid in full no later than available to the Term Loan Maturity DateBorrowers pursuant to subclause (iii) above; and (ii) execution of the Restructuring Support Agreement dated as of April 6, 2017 by the Borrowers and the Guarantors does not constitute a Material Adverse Effect.

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) November 24July 2, 2027, in the case of Delayed Draw Term Loan-1 Commitments and November 24, 2028 in the case of Delayed Draw Term Loan-2 Commitments2025, (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(b2.1(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.