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.

Delayed Draw Term Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, each Term Loan Lender severally agrees to make to Borrower on or before the Delayed Draw Commitment Termination Date a term loan (a “Delayed Draw Term Loan”) in an aggregate principal amount not to exceed such Term Loan Lender’s Delayed Draw Term Loan Commitment; provided the aggregate original principal balance of the Delayed Draw Term Loans shall not in any event exceed the Lenders’ aggregate Delayed Draw Term Loan Commitments.

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].

“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.

“Delayed Draw Term A Loans” shall mean the delayed draw term loans made by the Delayed Draw Term Loan A ​ to the Borrower pursuant to Section ‎2.01(c). From and after the date of any borrowing of any Delayed Draw Term A Loans, each Delayed Draw Term A Loan shall be deemed a Term Loan hereunder and part of the same Class as the Initial Term Loans for all purposes hereunder.

Maturity Date for the Delayed Draw Term Loan Facility. Subject to extension pursuant to the terms and conditions set forth in ​ and subject to the provisions of ​, the ​ shall, on the Maturity Date with respect to the Delayed Draw Term Loan Facility, cause # the Obligations in respect of the Delayed Draw Term Loan Facility (including, without limitation, all outstanding principal and interest on the Delayed Draw Term Loans) and # all fees, costs and expenses due and owing under the Loan Documents to be Fully Satisfied.

If the Borrower has made an LCA Election prior to the applicable Delayed Draw Term Loan Commitment Expiration Date with respect to any Permitted Acquisition or similar Investment (and related transactions) that the Borrower in good faith believes be consummated after the applicable Delayed Draw Term Loan Commitment Expiration Date, the associated applicable Delayed Draw Term Loans may be funded into escrow on the applicable Delayed Draw Term Loan Commitment Expiration Date pending the consummation of such Permitted Acquisition or similar Investment (and related transactions), subject to terms and conditions reasonably acceptable to the Administrative Agent.