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. 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.

The Delayed Draw Term A Loans may be borrowed in up to five (5) borrowings commencing on the Closing Date until the date that is the earlier of # April 22, 2023 and # the date on which the Delayed Draw Term Loan A Commitments are reduced to zero (the “Delayed Draw Term Loan A Commitment Expiration Date”) and each Borrowing in respect thereof shall comprise an aggregate principal amount that is not less than $1,000,000.

. Subject to the terms and conditions set forth herein, each Delayed Draw Term Loan ​ severally agrees to make a single term loan (each such loan, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”) to the ​ and/or the Co-​ identified by ​ in the applicable Loan Notice from time to time in an amount not to exceed such ​’s Delayed Draw Term Loan Commitment on any Business Day during the Availability Period. The Delayed Draw Term Loans are not revolving, and any amount repaid or prepaid may not be reborrowed. The Delayed Draw Term Loan may be Term SOFR Rate Loans, Daily SOFR Rate Loans, or Base Rate Loans, as further provided herein.

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].

SECTION # Conditions to All Borrowings of Delayed Draw Term Loans. The obligation of each ​ to honor a Committed Loan Notice with respect to a Borrowing of Delayed Draw Term Loans after the Closing Date is subject to the following conditions precedent:

The Borrower agrees to pay to the Administrative Agent for the account of each Delayed Draw Term Loan A Lender of any class (other than any Defaulting Lender) a commitment fee (the “Delayed Draw Term Loan A Ticking Fee”), which shall accrue at a rate per annum equal to the Delayed Draw Term Loan A Commitment Fee Rate applicable to the Delayed Draw Term Loan A Commitments of such Class on the actual amount of the unused Delayed Draw Term Loan A Commitments of such Class of such Delayed Draw Term Loan A Lender calculated based upon the actual number of days elapsed over a 360-day year for the period from and including the Closing Date to the date on which such Lender’s Delayed Draw Term Loan A Commitment of such Class terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December for the quarterly period then ended and on the Delayed Draw Term Loan A Commitment Expiration Date. The Delayed Draw Term Loan A Ticking Fee shall be distributed to the applicable Delayed Draw Term Loan A [[Organization B:Organization]] pro rata in accordance with the amount of each such Delayed Draw Term Loan A Lender’s Delayed Draw Term Loan A Commitment.

“Delayed Draw Term Loan Facility”shall mean the Delayed Draw Term Loan Commitments and the Delayed Draw Term Loans A Repayment Date” shall have the meaning assigned to such term in ‎[Section 2.09(b)].

“Commitment” means # with respect to the Delayed Draw Term Loan Facility, # the Delayed Draw Term Loan Commitment of any Delayed Draw Term Loan ​, and/or # the aggregate Delayed Draw Term Loan Commitments of all Delayed Draw Term Loan Lenders, in each case, as the context may require, and # with respect to any Incremental Term Facility, # the Incremental Term Commitment of any Incremental Term Facility ​, and/or # the aggregate Incremental Term Commitments of all Incremental Term Facility Lenders, in each case, as the context may require.