Automatic Termination of the Delayed Draw Term Loan Commitments. The Delayed Draw Term Loan Commitments of all of the Lenders shall immediately and automatically be terminated upon the earlier to occur of the first date on which any Delayed Draw Term Loans are funded pursuant to the terms hereof and the Delayed Draw Commitment Termination Date.

Delayed Draw Term Loan. The undersigned Borrower on behalf of all Borrower hereby requests a Delayed Draw Term Loan under §2.8 of the Credit Agreement:

Accrued interest on the principal amount outstanding under each Delayed Draw-Down Term Loan will be payable on the first (1st) day of the first full month following each respective Delayed Draw-Down Term Loan Effective Date, and on the first (1st) day of each succeeding month thereafter through and including the first January first (1st) following the date of Borrowing applicable to a Delayed Draw-Down Term Loan.

Delayed Draw Term Loan Conditions. With respect to any request for a Credit Extension under the Delayed Draw Term Loan Commitments (a “Proposed DDTL”), Administrative Agent shall have received a written certification from Borrower certifying that # the amount of the Proposed DDTL is equal to the amount of the Arroyo Earnout then owing under the Arroyo Acquisition Agreement, and # the proceeds of such Proposed DDTL will be used exclusively to pay the Arroyo Earnout.

“Delayed Draw Term Loan Commitments” means collectively the Delayed Draw Term Loan A Commitments and the Delayed Draw Term Loan B Commitments.

“Required Term Loan ​” shall mean, at any date of determination, ​ (other than Defaulting ​) having outstanding Initial Term Loans and Initial Term Loan Commitments and, outstanding Delayed Draw Term A Loans and Delayed Draw Term Loan A Commitments and outstanding Delayed Draw Term B Loans and Delayed Draw Term Loan B Commitments representing more than 50% of the sum of all outstanding Initial Term Loans and Initial Term Loan Commitments, outstanding Delayed Draw Term A Loans and Delayed Draw Term Loan A Commitments and outstanding Delayed Draw Term B Loans and Delayed Draw Term Loan B Commitments at such time; provided that, if there are two (2) or more unaffiliated Term Loan ​, “Required ​” shall also be required to include two (2) such unaffiliated Term Loan ​.

Delayed Draw Term A Loans. Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, each Delayed Draw Term Loan A Lender agrees, severally and not jointly, to make Delayed Draw Term A Loans to the Borrower, at any time and from time to time on or after the Closing Date until the Delayed Draw Term Loan A Commitment Expiration Date.

Fronted Delayed Draw Term Loans. Notwithstanding anything herein to the contrary, assignments pursuant to and in accordance with [Section 2.06(b)] shall be permitted and shall not be subject to any of the restrictions set forth in this [Section 11.07].

prior to the Delayed Draw Term Loan Commitment Expiration Date Dates, the Borrower may not establish an Incremental Facility consisting of New Term Loans if there are undrawn Delayed Draw Term Loan Commitments under this Agreement;

Term Loan Commitments. Subject only to the conditions set forth in [Section 4.01], each ​ with an Initial Term Loan Commitment severally agrees to make to the ​ on the Closing Date a term loan denominated in Dollars equal to such ​’s Initial Term Loan Commitment (the “Initial Term Loans”; provided that any Delayed Draw Term Loans that are funded hereunder shall also be deemed to constitute Initial Term Loans following such funding). Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. At any time and from time to time during the Delayed Draw Commitment Period, subject to the terms and conditions set forth in [Section 4.03] hereof, each ​ with a Delayed Draw Commitment severally agrees to make to the ​ on the applicable Delayed Draw Closing Date a Term Loan denominated in Dollars in an aggregate amount requested by the ​ but not exceeding such ​’s unfunded Delayed Draw Commitment as of such date immediately prior to giving effect to such Borrowing (the “Delayed Draw Term Loans”); provided that the aggregate principal amount of all such Borrowings of Delayed Draw Term Loans shall not exceed the aggregate amount of the Delayed Draw Commitments as of the Closing Date. Amounts borrowed under this [Section 2.01(a)] and repaid or prepaid may not be reborrowed. Initial Term Loans and Delayed Draw Term Loans may be Base Rate Loans (in the case of Term Loans denominated in Dollars) or Eurocurrency Rate Loans, as further provided herein; provided that Delayed Draw Term Loans will initially be of the same Type and will have the same Interest Period as the Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans. To the extent practicable, the Initial Term Loans and Delayed Draw Term Loans will be treated as the same Class (i.e., “fungible”) and will have the same CUSIP.