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].

Revolving Loans / Delayed Draw-Down Term Loans. The interest rate applicable to Revolving Loans and Delayed Draw-Down Term Loans is subject to change from time to time based on changes in an independent index which is the London Interbank Offered Rate (commonly known as “LIBOR”) for U.S. Dollar Deposits published by the Wall Street Journal as the “One # Month LIBOR Rate” (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this Agreement, Lender may, in its reasonable discretion and in a manner consistent with market practice, designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each first (1st) day of every month during the term of this Agreement. The interest rate will be adjusted and determined without notice to Borrower using the Index as of the date that is two (2) London Banking Days prior to each interest rate change date. “London Banking Day” means any day, other than a Saturday or Sunday, on which commercial banking institutions in London, England, are generally open for business. At Lender’s option, the Index and/or the interest rate may be rounded upwards to the next higher one one-hundredth of one percent (0.01%). If at any time the Index is less than zero, then it shall be deemed to be zero for the purpose of calculating the interest rate on Revolving Loans and the Delayed Draw-Down Term Loans. Interest will accrue on the unpaid principal balance of any Revolving Loan or Delayed Draw-Down Term Loan from the date of each Borrowing thereunder (i.e., a “Revolving Loan Effective Date” or a “Delayed Draw-Down Term Loan Effective Date”) and will be calculated as described in Section 12.07(b) using a rate of two and one-quarter of one percent percentage points (2.25%) over the Index.

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:

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

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 shall be deemed a Term Loan hereunder and part of the same Class as the Initial Term Loans for all purposes hereunder B Lender” shall mean a Lender with a Delayed Draw Term Loan B Commitment or an outstanding Delayed Draw Term B Loan.

“Delayed Draw Closing Date” means the date of any Borrowing of Delayed Draw Term Loans in accordance with Sections 2.01(a) and 4.03.

SECTION # Conditions to Delayed Draw Term Loans

☐ Borrowing of Delayed Draw Term Loans