Common use of Making the Term Loans Clause in Contracts

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "Notice of Borrowing")), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B C hereto (a "“Notice of Borrowing"”)), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3x) 1 Business Days Day prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term LoanLoan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Reference Base Rate Loan or a LIBOR Rate SOFR Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day Day, and, in with respect to the case of the Initial Term A Loan, must be the Effective Date, and (ivvi) the Administrative Borrower’s wire instructionswiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Term Loan on behalf of the applicable Borrower Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable (provided that such notice may provide that it is conditioned upon a specified event, in which case, such notice may be revoked or extended by written notice delivered to the Administrative Agent by the Administrative Borrower if any such condition is not satisfied) and the applicable Borrower Borrowers shall be bound to make a borrowing in accordance therewith. The Delayed Draw Term Loan A shall be made in an amount equal to $5,000,000. Each Delayed Draw Term Loan B shall be made in a minimum amount of $500,000 (or the remaining amount of the aggregate Delayed Draw Term Loan B Commitments if such amount is less than $500,000) and shall be in an integral multiple of $500,000. Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Term Loan. Each applicable Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds by wire transfer to the Payment Office not later than 1:00 p.m. on the Business Day specified in the applicable Notice of Borrowing. Upon receipt of all requested funds, the Administrative Agent shall make all funds so received by it available to the Borrowers by wire transfer in like funds as received by the Administrative Agent in accordance with the relevant Notice of Borrowing. (c) The Except as otherwise provided in this Section 2.02(c), all Term Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment or the Total Delayed Draw Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's ’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Each applicable Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds by wire transfer to the Payment Office not later than 1:00 p.m. on the Business Day specified in the applicable Notice of Borrowing. Upon receipt of all requested funds, the Administrative Agent shall make all funds so received by it available to the Borrowers by wire transfer in like funds as received by the Administrative Agent in accordance with the relevant Notice of Borrowing.

Making the Term Loans. (a) The Each Borrowing under Section 2.01 shall be made on notice, given (i) in the case of a Borrowing comprising SOFR Term Loans, not later than 11:00 A.M. (New York City time) on the third (3rd) U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Term Loans, not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be transmitted by facsimile or email in substantially the form of Exhibit B hereto A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Term Loans to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a "Notice of Borrowing"))Borrowing comprising SOFR Term Loans, not later than initial Interest Period for such Term Loans. Each Lender shall, before (ix) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Borrowing comprising SOFR Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeLoans, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (iiy) with respect to the Delayed Draw Term Loan, 12:00 noon 3:00 P.M. (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Borrowing comprising Base Rate Term Loan (or such shorter period as Loans, make available for the account of its Lending Office to the Administrative Agent is willing to accommodate from time to timeat the Agent’s Account, but in no event later than 12:00 noon (New York City time) on same day funds, such Lender’s ratable portion of such Borrowing. After the borrowing date Administrative Agent’s receipt of such funds and upon fulfillment of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loanapplicable conditions set forth in Article III, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower will make such funds available to the Administrative Agent). Each Borrower hereby waives in such manner as the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender Borrower shall be entitled to rely conclusively on any Authorized Officer's authority to request have specified in the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting SOFR Term Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable Borrower shall conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired, or the hedging of the interest rate risks associated with respect to such funds, by such Lender to fund the Term Loan to be bound to make made by such Lender as part of such Borrowing when such Term Loan, as a borrowing in accordance therewithresult of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the time of the Borrowing under Section 2.01 that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Term Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement. (d) The Loans shall failure of any Lender to make its Term Loan to be made by the Lenders simultaneously and proportionately to their Pro Rata Shares it as part of the Total Commitment it being understood that Borrowing under Section 2.01 shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing, but no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required Term Loan to be made by it by such other Lender on the terms of this Agreement regardless date of the failure by any other LenderBorrowing under Section 2.01.

Making the Term Loans. (a) The Administrative Borrower Borrower, as applicable, shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a "“Notice of Borrowing"”)), not later than (i) with respect to the Term A Loan, 12:00 p.m. noon (New York City Eastern time) on the date which is three two (32) Business Days prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect Term Loan not to Delayed Draw exceed the aggregate maximum amount of such Term Loans requested after for the Effective Date, shall be period set forth in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan CommitmentsSection 2.1(a), (ii) whether the proposed borrowing date which shall occur within the applicable period set forth in Section 2.1(a), unless an earlier date is consented to in writing by the Agent; provided that if such Loan date is requested to not a Business Day, such funding date shall be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect theretonext succeeding Business Day, (iii) the disbursements to be funded with the proposed borrowing date, which must be a Business Day andTerm Loan, in accordance with the case of line items in the Term A Loan, must be the Effective DateApproved Budget, and (iv) confirming wire instructions that the Administrative Borrower’s wire instructionsproceeds of the proposed Term Loan shall be funded into the DIP Bank Account. The Administrative disbursements to be funded and paid with the proposed Term Loan shall only be the disbursements set forth in such Notice of Borrowing, consistent with the Approved Budget. The Agent and the Lenders may act without liability upon the basis of written, telecopied faxed or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowingnotice. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Term Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice . Notwithstanding the foregoing, if a Default or Event of Borrowing pursuant to this Section 2.02 shall be irrevocable Default has occurred and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment it being understood that is continuing, no Lender shall be responsible for have any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a any requested Term Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loans. (ai) The Administrative Borrower Promptly after receipt of a request for a Borrowing pursuant to Section 2.4(b), Agent shall give notify the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "Notice of Borrowing"))Lenders, not later than 1:00 p.m. (i) with respect to the Term A Loan, 12:00 noon (New York City California time) on the date which is three (3) Business Days prior to Day immediately preceding the date Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the proposed Term A Loan (or requested Borrowing. Each Lender shall make the amount of such shorter period Lender's Pro Rata Share of the requested Borrowing available to Agent in same day funds, to such account of Agent as the Administrative Agent is willing to accommodate from time to timemay designate, but in no event not later than 12:00 noon 10:00 a.m. (New York City California time) on the borrowing date Funding Date applicable thereto. After Agent's receipt of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case proceeds of the Term A LoanLoans, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf satisfaction of the applicable Borrower until conditions precedent set forth in Section 3 hereof, Agent shall make the Administrative proceeds of the Term Loans available to Borrowers on the applicable Funding Date by transferring same day funds equal to the proceeds of the Term Loans received by Agent receives to the Borrowers' Designated Account; provided, however, that Agent shall not request any Lender to make, and no Lender shall have the obligation to make, the Term Loans if Agent shall have received written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity from any Lender, or otherwise has actual knowledge, that one or more of the signature appearing applicable conditions set forth in Section 3 will not be satisfied on any written Notice of the requested Funding Date for the Borrowing. (bii) The Notice Unless Agent receives notice from a Lender on or prior to the Closing Date that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender's Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lenders Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender's Term Loan on the date of Borrowing pursuant for all purposes of this Agreement. If such amount is not made available to this Section 2.02 Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall be irrevocable and pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable Borrower shall be bound at the time to the Term Loans composing such Borrowing. The failure of any Lender to make a borrowing in accordance therewith. (c) The the Term Loans on the Funding Date shall be made by not relieve any other Lender of any obligation hereunder to make the Lenders simultaneously and proportionately to their Pro Rata Shares of Term Loans on the Total Commitment it being understood that Funding Date, but no Lender shall be responsible for any default by the failure of any other Lender in that to make the Term Loans to be made by such other Lender on any Funding Date. (iii) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender's obligations to make a Loan requested hereunder, benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero (-0-). This section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (y) the requisite non-Defaulting Lenders, Agent, and Borrowers shall have waived such Lender's default in writing. The operation of this section shall not be construed to increase or otherwise affect the Commitment of any Lender be increased Lender, or decreased as a result of relieve or excuse the default performance by any other Lender in that other Lender's obligation to make a Loan requested Borrower of its duties and obligations hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in writing, in substantially the form of Exhibit B C hereto (a "“Notice of Borrowing"))”) or such other form approved by the Administrative Agent, not later than (i) with respect to the Term A Loan, 12:00 noon 5:00 p.m. (New York City time) on the date which is three (3i) in the case of the Interim Term Loans, two (2) Business Days prior to the Effective Date, subject to the entry of the Interim Order, and (iii) in the case of the Final Term Loans, two (2) Business Days prior to the date of the proposed Term A Loan funding thereof (or which such shorter period as the Administrative Agent is willing to accommodate from time to time, but in funding date shall be no event later than 12:00 noon two (New York City time2) on Business Days after the borrowing date of entry of the proposed Loan) and (ii) with respect Final Order). In the case of Roll-Up Loans, the Borrower shall be deemed to the Delayed Draw Term Loan, 12:00 noon (New York City time) have given a Notice of Borrowing of such loans to be made on the date which is ten (10) Business Days prior to the date of entry of the proposed Delayed Draw Term Loan (or Final Order and for such shorter period as the Administrative Agent is willing loans to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan)be Reference Rate Loans. Such Any Notice of Borrowing for Interim Term Loans or Final Term Loans shall be irrevocable and shall specify (i) the principal amount of the such proposed Term Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Term Loan is requested to be an Interim Term Loan or a Final Term Loan, (iii) that such Term Loan is requested to be a Reference Rate Loan or (or, if agreed by the Lenders in their sole discretion, a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto), (iiiiv) the use of the proceeds of such proposed Interim Term Loans or Final Term Loans, as applicable, which shall be, initially, to fund the Funding Account, and (v) the proposed borrowing date, which must be a Business Day andDay, in and with respect to the case of the Interim Term A Loan, Loans must be the Effective Date, Date and with respect to the Final Term Loans must be not later than the second (iv2nd) Business Day following the Administrative BorrowerBankruptcy Court’s wire instructionsentry of the Final Order. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Term Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (ci) The Except as otherwise provided in this Section 2.02(c), all Term Loans borrowed on a date under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment Term Loan Commitment; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligations to make a Term Loan requested hereunder, nor shall the Term Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's ’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding the requirements of Sections 2.02(a)(iv) and (v) and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower may request that a portion of the Interim Term Loans or Final Term Loans, as applicable, be funded to the Borrower’s account for use thereof within two (2) Business Days in accordance with the then-applicable 13-Week Cash Flow Forecast. The Administrative Agent shall in no event fund any Interim Term Loans or Final Term Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed loan; provided, however, that the Administrative Agent shall not be required to determine that, or take notice whether, the conditions precedent in Sections 5.01, 5.02, or 5.03, as applicable, have been satisfied. Unless the Administrative Agent shall have provided notice to the Lenders that it does not intend to fund the Interim Term Loans or Final Term Loans, as applicable, each Lender shall make its Pro Rata Share of the Interim Term Loans or Final Term Loans, as applicable, available to the Administrative Agent, in immediately available funds, in the Administrative Agent’s Accounts no later than 3:00 p.m. (New York City time) on the date of the proposed loan. The Administrative Agent will make the proceeds of such Interim Term Loans or Final Term Loans, as applicable, available to the Borrower on the day of the proposed loan by causing an amount, in immediately available funds, equal to the proceeds of all such Interim Term Loans or Final Term Loans, as applicable, received by the Administrative Agent in the Administrative Agent’s Accounts to be wired to an account designated by the Borrower in accordance with Sections 2.02(a) or 2.02(c)(ii).

Making the Term Loans. (a) The Borrowing under Section 2.01 shall be made on notice, given (i) in the case of a Borrowing comprising SOFR Term Loans, not later than 11:00 A.M. (New York City time) on the third (3rd) U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Term Loans, not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be transmitted by facsimile or email in substantially the form of Exhibit B hereto A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Term Loans to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a "Notice of Borrowing"))Borrowing comprising SOFR Term Loans, not later than initial Interest Period for such Term Loans. Each Lender shall, before (ix) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Borrowing comprising SOFR Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeLoans, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (iiy) with respect to the Delayed Draw Term Loan, 12:00 noon 3:00 P.M. (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Borrowing comprising Base Rate Term Loan (or such shorter period as Loans, make available for the account of its Lending Office to the Administrative Agent is willing to accommodate from time to timeat the Agent’s Account, but in no event later than 12:00 noon (New York City time) on same day funds, such Lender’s ratable portion of such Borrowing. After the borrowing date Administrative Agent’s receipt of such funds and upon fulfillment of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loanapplicable conditions set forth in Article III, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower will make such funds available to the Administrative Agent). Each Borrower hereby waives in such manner as the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender Borrower shall be entitled to rely conclusively on any Authorized Officer's authority to request have specified in the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting SOFR Term Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable Borrower shall conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired, or the hedging of the interest rate risks associated with respect to such funds, by such Lender to fund the Term Loan to be bound to make made by such Lender as part of such Borrowing when such Term Loan, as a borrowing in accordance therewithresult of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the time of the Borrowing under Section 2.01 that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Term Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement. (d) The Loans shall failure of any Lender to make its Term Loan to be made by the Lenders simultaneously and proportionately to their Pro Rata Shares it as part of the Total Commitment it being understood that Borrowing under Section 2.01 shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing, but no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required Term Loan to be made by it by such other Lender on the terms of this Agreement regardless date of the failure by any other LenderBorrowing under Section 2.01.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "“Notice of Borrowing"”)), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) Business Days (or, in the case of any Delayed Draw Term Loan, ten (10) Business Day) prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon p.m. (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such the Term Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day Day, and, in with respect to the case of the Initial Term A Loan, must be the Effective Date, Date and (iv) the Administrative Borrower’s wire instructionswiring information of the account of the Borrower to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof xxxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Term Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Any Delayed Draw Term Loan shall be in an aggregate amount of at least $5,000,000 (except such minimum amount shall not apply when the Borrower draws all of the remaining Delayed Draw Term Loan Commitments available at such time) and there shall not be more than two (2) borrowings of Delayed Draw Term Loans. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Pro Rata Shares: (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's ’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Following the receipt of a Notice of Borrowing, the Administrative Agent shall notify each applicable Lender of the specifics of the Term Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in immediately available funds, to the Administrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Term Loan. Upon satisfaction of the applicable conditions set forth in Section 5.02 (or, if such borrowing is a borrowing of Initial Term Loan, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrower on the day of the proposed Term Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent in the Administrative Agent’s Account to be deposited in the account designated by the Borrower in the applicable Notice of Borrowing. (iii) Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 p.m. (New York time) on the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that each applicable Lender has made the amount of its Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall promptly pay any such corresponding amount to the Administrative Agent for its own account. (iv) Nothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder.

Making the Term Loans. (a) The Each Borrowing shall be made on notice, given (x) not later than 11:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans and (y) not later than 12:00 p.m. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, in each case by the Company to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each Bank prompt notice thereof in writing (which may be by e-mail). Each such notice of a Borrowing (a “Notice of Borrowing”) shall be delivered in writing (which may be by e-mail), in substantially the form of Exhibit B hereto (a "Notice of Borrowing"))A, not later than specifying therein the requested (i) with respect date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) in the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Term Loan and (v) whether such notice is conditioned on the occurrence of any event, and if so conditioned, a description of such event (it being understood that the Administrative Agent and the Banks shall be entitled to assume that the Term A Loan, 12:00 noon Loans contemplated by such Notice of Borrowing are to be made unless the Administrative Agent shall have received a written notice of revocation at any time prior to 9:00 a.m. (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeBorrowing). Each Bank shall, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon before 11:00 a.m. (New York City time) on the date which is ten (10) Business Days prior of such Borrowing, make available for the account of its Applicable Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Bank’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 5.02, the Administrative Agent will make such same day funds available to the Company at the Company’s account at the Administrative Agent’s address referred to in Section 10.02. (b) Anything in Section 3.02(a) to the contrary notwithstanding, (i) the Company may not select Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is willing less than $25,000,000 or if the obligation of the Banks to accommodate from make Eurodollar Rate Loans shall then be suspended pursuant to Section 3.07 and (ii) the Eurodollar Rate Loans may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Company; provided however, that any Notice of Borrowing may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Administrative Agent at any time prior to time, but in no event later than 12:00 noon 9:00 a.m. (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan)Borrowing) if such condition is not satisfied. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s ratable portion of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance Section 3.02(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Company on such date a corresponding amount. Such Notice of Borrowing If and to the extent that such Bank shall be irrevocable not have so made such ratable portion available to the Administrative Agent, such Bank and shall specify the Company severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Company, the interest rate applicable at the time to Term A Loan, must be the Effective Date, Loans comprising such Borrowing and (ivii) in the Administrative Borrower’s wire instructionscase of such Bank, the Federal Funds Rate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by If such Bank shall repay to the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record such corresponding amount, such amount so repaid shall constitute such Bank’s Term Loan as part of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms purposes of this Agreement regardless of the failure by any other LenderAgreement.

Making the Term Loans. (ai) The Administrative Borrower may borrow under the Term Commitments on any Business Day if the Borrowing is to consist of a Base Rate Loan and on any LIBO Business Day if the Borrowing is to consist of a LIBO Rate Loan, PROVIDED that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Agent prior written notice (in substantially the form of Exhibit B hereto (a "Notice of Borrowing"))to 10:00 A.M., not later than San Francisco time) (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) LIBO Business Days prior to the requested Borrowing date in the case of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timea LIBO Rate Loan, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect one (1) Business Day prior to the Delayed Draw Term requested Borrowing date in the case of a Base Rate Loan, 12:00 noon specifying (New York City A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether the Borrowing is to consist of a LIBO Rate Loan or a Base Rate Loan, and (D) if the Loan is to be a LIBO Rate Loan, the length of the Interest Period therefor. Promptly following receipt of such notice, the Agent shall notify each Lender of the date of the Loan, whether the Loan will be a Base Rate Loan or a LIBO Rate Loan, the amount of that Lender's pro rata share of the Loan and, if the Loan is a LIBO Rate Loan, of the applicable Interest Period. Not later than 1:00 P.M., San Francisco time) , on the date specified for any Loan, each Lender shall deposit immediately available funds in the amount of its pro rata share of the Loan to the account of the Agent set forth on the signature pages hereof. Upon satisfaction of the applicable conditions set forth in Article IV, the Agent will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Agent, or as otherwise directed by the Borrower. (ii) The notice of Borrowing may be given orally (including telephonically) or in writing (including telex or facsimile transmission); PROVIDED that any oral notice shall be confirmed in writing on the same Business Day and all written notices and confirmation shall be in the form of the Notice of Term Loan attached hereto as EXHIBIT D. Any conflict regarding a notice or between an oral notice and a written notice applicable to the same Borrowing shall be conclusively determined by the Agent's books and records. The Agent's failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Agent shall not incur any liability to the Borrower in acting upon, and shall be entitled to rely upon, any notice of Borrowing, or any notice of interest rate conversion or extension or regarding any Letter of Credit, which is ten the Agent believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower. (10iii) Business Days Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the proposed Delayed Draw Term Loan (or Agent such shorter period as Lender's ratable portion of such Borrowing, the Administrative Agent is willing may assume that such Lender has made such portion available to accommodate from time to time, but in no event later than 12:00 noon (New York City time) the Agent on the borrowing date of such Borrowing in accordance with subsection (1) of this Section 2.6((b)) and the proposed Delayed Draw Term Loan)Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. Such Notice of Borrowing If and to the extent that such Lender shall be irrevocable not have so made such ratable portion available to the Agent, such Lender and shall specify the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A LoanBorrower, must be the Effective Date, interest rate applicable at the time to such Borrowing and (ivii) in the Administrative Borrower’s wire instructionscase of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's pro rata share of such Borrowing for purposes of this Agreement. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms failure of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Loans available its pro rata share of any Borrowing shall be made by not relieve any other Lender of its obligation, if any, hereunder, to make available its pro rata share of such Borrowing on the Lenders simultaneously and proportionately to their Pro Rata Shares date of the Total Commitment it being understood that such Borrowing, but no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment available its pro rata share of any Lender be increased or decreased as a result Borrowing on the date of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other LenderBorrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "“Notice of Borrowing"”)), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) Business Days (or, in the case of any Delayed Draw Term Loan or Reborrowed Amount, ten (10) Business Day) prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon p.m. (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such the Term Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day Day, and, in with respect to the case of the Initial Term A Loan, must be the Effective Date, Date and (iv) the Administrative Borrower’s wire instructionswiring information of the account of the Borrower to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof txxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Term Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Any Delayed Draw Term Loan shall be in an aggregate amount of at least $2,500,000 (except such minimum amount shall not apply when the Borrower draws all of the remaining Delayed Draw Term Loan Commitments available at such time) and there shall not be more than (x) four (4) borrowings of Delayed Draw Term Loans and (y) two (2) borrowings of the Reborrowed Amount. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Pro Rata Shares: (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's ’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Following the receipt of a Notice of Borrowing, the Administrative Agent shall notify each applicable Lender of the specifics of the Term Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in immediately available funds, to the Administrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Term Loan. Upon satisfaction of the applicable conditions set forth in Section 5.02 (or, if such borrowing is a borrowing of Initial Term Loan, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrower on the day of the proposed Term Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent in the Administrative Agent’s Account to be deposited in the account designated by the Borrower in the applicable Notice of Borrowing. (iii) Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 p.m. (New York time) on the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lxxxxx’s share of such borrowing, the Administrative Agent may assume that each applicable Lender has made the amount of its Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall promptly pay any such corresponding amount to the Administrative Agent for its own account. (iv) Nothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder.

Making the Term Loans. (a) The Borrowing under Section 2.01 shall be made on notice, given (i) in the case of a Borrowing comprising SOFR Term Loans, not later than 11:00 A.M. (New York City time) on the third (3rd) U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Term Loans, not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be transmitted by facsimile or email in substantially the form of Exhibit B hereto A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Term Loans to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a "Notice of Borrowing"))Borrowing comprising SOFR Term Loans, not later than initial Interest Period for such Term Loans. Each Lender shall, before (ix) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Borrowing comprising SOFR Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeLoans, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (iiy) with respect to the Delayed Draw Term Loan, 12:00 noon 3:00 P.M. (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Borrowing comprising Base Rate Term Loan (or such shorter period as Loans, make available for the account of its Lending Office to the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on at the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed account designated therefor by the Administrative Agent Agent, in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record ’s receipt of the terms of any such telephonic Notice of Borrowing. The Administrative Agent funds and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf upon fulfillment of the applicable Borrower until conditions set forth in Article III, the Administrative Agent receives written notice will make such funds available to the contrary. The Administrative Agent and Borrower in such manner as the Lenders Borrower shall have no duty to verify specified in the authenticity of the signature appearing on any written applicable Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting SOFR Term Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable Borrower shall conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired, or the hedging of the interest rate risks associated with respect to such funds, by such Lender to fund the Term Loan to be bound to make made by such Lender as part of such Borrowing when such Term Loan, as a borrowing in accordance therewithresult of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the time of the Borrowing under Section 2.01 that such Lender will not make available to the Administrative Agent such Xxxxxx’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Term Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement. (d) The Loans shall failure of any Lender to make its Term Loan to be made by the Lenders simultaneously and proportionately to their Pro Rata Shares it as part of the Total Commitment it being understood that Borrowing under Section 2.01 shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing, but no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required Term Loan to be made by it by such other Lender on the terms of this Agreement regardless date of the failure by any other LenderBorrowing under Section 2.01.

Making the Term Loans. (a) The Borrowing of Term Loans shall be made on notice by the Borrower to the Administrative Borrower shall give Agent, given not later than 11:00 A.M. (i) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans or (ii) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, and, in each case, the Administrative Agent prior written shall give to each Lender prompt notice thereof by electronic means. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing in substantially the form of Exhibit B hereto (a "Notice of Borrowing"))hereto, not later than specifying therein the requested (i) with respect date of such Borrowing, (ii) Type of Term Loans comprising such Borrowing, (iii) aggregate principal amount of such Borrowing, (iv) the location and number of the account to which funds are to be disbursed and (v) in the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for such Term A Loan. Each Lender shall, before 12:00 noon (New York City timeor such other later time agreed upon by the Borrower and the Administrative Agent) on the date which is three (3) Business Days prior of such Borrowing, make available for the account of its Applicable Lending Office to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeat the Administrative Agent’s Account, but in no event later than 12:00 noon (New York City time) on same day funds, such Lender’s ratable portion of such Borrowing. After the borrowing date Administrative Agent’s receipt of such funds and upon fulfillment of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loanapplicable conditions set forth in Article III, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing will make such funds available to accommodate from time the Borrower at the Administrative Agent’s address referred to timein Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, but in no event later than 12:00 noon (New York City time) on the borrowing date Borrower may not select Eurodollar Rate Loans for any Borrowing if the aggregate obligation of the proposed Delayed Draw Term Loan). Such Lenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.10 or 2.15. (c) Each Notice of Borrowing shall be irrevocable binding on the Borrower unless revoked in writing prior to the applicable Borrowing of Term Loans. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any revocation of a Notice of Borrowing pursuant to the immediately preceding sentence or any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Loan to be made by such Lender when such Term Loan, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall specify not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A LoanBorrower, must be the Effective Date, interest rate applicable at the time to Borrowings comprising such Borrowing and (ivii) in the Administrative Borrower’s wire instructions. The Administrative Agent case of such Lender, the greater of the Federal Funds Rate and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed a rate determined by the Administrative Agent in good faith to be from accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If the Borrower (or from any Authorized Officer thereof designated in writing purportedly from and such Lender shall pay such interest to the Administrative Agent for the same period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and the Borrower shall be relieved of its obligations to repay such amount under this subsection (d). Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (be) The Notice failure of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound any Lender to make a borrowing in accordance therewith. (c) The Loans shall the Term Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing; provided that the Commitments of the Lenders simultaneously are several and proportionately to their Pro Rata Shares of the Total Commitment it being understood that no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required Term Loan to be made by it by such other Lender on the terms date of this Agreement regardless of the failure by any other LenderBorrowing.

Making the Term Loans. (a) The Administrative Borrower Each Term Loan Borrowing under Section 2.01 shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "Notice of Borrowing"))be made on notice, given not later than (ix) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) third Business Days Day prior to the date of the proposed Term A Loan Borrowing in the case of a Term Loan Borrowing consisting of Eurodollar Rate Advances or (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City timey) 1:00 p.m. on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) second Business Days Day prior to the date of the proposed Delayed Draw Term Loan Borrowing in the case of a Term Loan Borrowing consisting of Base Rate Advances, by the applicable Borrower to the Agent, which shall give to each Lender prompt notice thereof by email attachment or telecopier. Each such notice of a Term Loan Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, by email attachment or such shorter period as by telecopier, in substantially the Administrative Agent is willing to accommodate from time to timeform of Exhibit A hereto, but in no event later than 12:00 noon specifying therein the requested (New York City timei) on the borrowing date of such Term Loan Borrowing, (ii) Type of Term Loans comprising such Term Loan Borrowing, (iii) aggregate amount of such Term Loan Borrowing, and (iv) in the proposed Delayed Draw case of a Term Loan)Loan Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Term Loan Borrowing. Such Each Notice of Borrowing shall be irrevocable and shall specify (i) binding on the principal amount applicable Borrower. Each Term Lender shall, before 2:00 p.m. on the date of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw such Term Loan Commitments), (ii) whether such Loan is requested Borrowing make available for the account of its Applicable Lending Office to be a Reference Rate Loan or a LIBOR Rate Loan andthe Agent, in the case same day funds, such Term Lender’s ratable (in accordance with its Term Commitment) portion of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the such Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Loan Borrowing. The Administrative Agent After the Agent’s receipt of such funds and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf upon fulfillment of the applicable Borrower until conditions set forth in Article IV, the Administrative Agent receives written notice will make such funds available to the contrary. The Administrative Agent and Borrower requesting such Term Loan Borrowing at the Lenders shall have no duty Agent’s address for Term Loan Borrowings referred to verify the authenticity of the signature appearing on any written Notice of Borrowingin Section 9.02. (b) The Notice Anything in subsection (a) above to the contrary notwithstanding, (i) a Borrower may not select Eurodollar Rate Advances for any Term Loan Borrowing if the obligation of Borrowing the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to this Section 2.02 shall 2.06 or 2.10 and (ii) the Eurodollar Rate Advances may not be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewithoutstanding as part of more than six (6) separate Term Loan Borrowings. (c) The Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Term Loan Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Term Loan Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the applicable Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall be made by available to the Lenders simultaneously applicable Borrower and proportionately to their Pro Rata Shares shall constitute such Lender’s Term Loans as part of the Total Commitment it being understood that no Lender shall be responsible such Borrowing for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms purposes of this Agreement regardless of the failure by any other LenderAgreement.

Making the Term Loans. With respect to the making of Term Loans: (a) The Administrative Borrower shall give the Administrative Agent prior written notice (substantially in substantially the form of Exhibit B C hereto (a "“Notice of Borrowing")”), not later than (i) with respect to the Term A Loan, 12:00 noon p.m. (New York City time) on the date which is three (3) one Business Days Day prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan)Closing Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether wire instructions for the account of the Borrower into which such Loan is requested to funds should be a Reference Rate Loan or a LIBOR Rate Loan anddeposited, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructionsDay. The Administrative Agent and the Lenders may act without liability upon the basis of written, emailed or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Except as otherwise provided in this Section 2.02(c), the Term Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment Term Loan Commitment; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's ’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall deliver to the account of the Borrower specified in the Notice of Borrowing an amount in immediately available funds equal to the such Lender’s Pro Rata Share of the Term Loan to be made by the Lenders.

Making the Term Loans. (a) The Administrative Borrower Borrowing under Section 2.01 shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "Notice of Borrowing"))be made on notice, given not later than (i) with respect to the Term A Loan, 12:00 noon 9:00 A.M. (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Term A Loan (or such shorter period as Borrowing, by the Borrower to the Administrative Agent is willing Agent, which shall give to accommodate from time to timeeach Lender prompt notice thereof. Such notice of a Borrowing (a “Notice of Borrowing”) shall be transmitted by facsimile or email in substantially the form of Exhibit A hereto, but in no event later than 12:00 noon specifying therein the requested (New York City timeA) on the borrowing date of the proposed Loansuch Borrowing, (B) aggregate amount of such Borrowing and (iiC) with respect to wire instructions of the Delayed Draw Term LoanBorrower. Each Lender shall, 12:00 noon before (x) 11:00 A.M. (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as Borrowing make available for the account of its Lending Office to the Administrative Agent is willing at its address referred to accommodate from time to timein Section 8.02, but in no event later than 12:00 noon (New York City time) on same day funds, such Lender’s ratable portion of such Borrowing. After the borrowing date Administrative Agent’s receipt of such funds and upon fulfillment of the proposed Delayed Draw Term Loan). Such applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower shall specify indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired, or the hedging of the interest rate risks associated with respect to such funds, by such Lender to fund the Term Loan to be made by such Lender as part of such Borrowing, when such Term Loan, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent’s demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Borrower, the interest rate applicable at the time to the Term A Loan, must be the Effective Date, Loans made in connection with such Borrowing and (ivii) in the Administrative Borrower’s wire instructionscase of such Lender, the Federal Funds Rate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by If such Lender shall repay to the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record such corresponding amount, such amount so repaid shall constitute such Lender’s Term Loan as part of the terms such Borrowing for purposes of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowingthis Agreement. (bd) The Notice failure of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound any Lender to make a borrowing in accordance therewith. (c) The Loans shall the Term Loan to be made by the Lenders simultaneously and proportionately to their Pro Rata Shares it as part of the Total Commitment it being understood that Borrowing on the Closing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing, but no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required Term Loan to be made by it by such other Lender on the terms of this Agreement regardless date of the failure by any other LenderBorrowing hereunder.

Making the Term Loans. (ai) The Administrative Borrower may borrow under the Term Commitments on any Business Day, PROVIDED that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Agent prior to 10:00 A.M., San Francisco time) one (1) Business Day prior to the requested Borrowing date, specifying (A) the amount of the proposed Borrowing, and (B) the requested date of the Borrowing. Promptly following receipt of such notice, the Agent shall notify each Lender of the date of the Loan, and the amount of that Lender's pro rata share of the Loan. Not later than 1:00 P.M., San Francisco time, on the date specified for any Loan, each Lender shall deposit immediately available funds in the amount of its pro rata share of the Loan to the account of the Agent set forth on the signature pages hereof. Upon satisfaction of the applicable conditions set forth in Article IV, the Agent will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Agent, or as otherwise directed by the Borrower. (ii) The notice of Borrowing may be given orally (including telephonically) or in writing (including telex or facsimile transmission); PROVIDED that any oral notice shall be confirmed in writing on the same Business Day and all written notice (notices and confirmation shall be in substantially the form of Exhibit B hereto (a "the Notice of Borrowing"))Term Loan attached hereto as EXHIBIT B, not later than (i) with respect and shall include a copy of the invoice for any equipment, software or tenant improvements to be financed. Any conflict regarding a notice or between an oral notice and a written notice applicable to the Term A Loansame Borrowing shall be conclusively determined by the Agent's books and records. The Agent's failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Agent shall not incur any liability to the Borrower in acting upon, 12:00 noon and shall be entitled to rely upon, any notice of Borrowing which the Agent believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower. (New York City timeiii) on Unless the date which is three (3) Business Days Agent shall have received notice from a Lender prior to the date of the proposed Term A Loan (or any Borrowing that such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect Lender will not make available to the Delayed Draw Term LoanAgent such Lender's ratable portion of such Borrowing, 12:00 noon (New York City time) the Agent may assume that such Lender has made such portion available to the Agent on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but Borrowing in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify accordance with subsection (i) of this Section 2.1(b) and the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan andAgent may, in reliance upon such assumption, make available to the case of Borrower on such date a LIBOR Rate Loancorresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the initial Interest Period Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with respect theretointerest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iiii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A LoanBorrower, must be the Effective Date, interest rate applicable at the time to such Borrowing and (ivii) in the Administrative Borrower’s wire instructionscase of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's pro rata share of such Borrowing for purposes of this Agreement. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms failure of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Loans available its pro rata share of any Borrowing shall be made by not relieve any other Lender of its obligation, if any, hereunder, to make available its pro rata share of such Borrowing on the Lenders simultaneously and proportionately to their Pro Rata Shares date of the Total Commitment it being understood that such Borrowing, but no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment available its pro rata share of any Lender be increased or decreased as a result Borrowing on the date of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other LenderBorrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "“Notice of Borrowing"”)), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) Business Days (or, in the case of any Delayed Draw Term Loan or Reborrowed Amount, ten (10) Business Day) prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon p.m. (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such the Term Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day Day, and, in with respect to the case of the Initial Term A Loan, must be the Effective Date, Date and (iv) the Administrative Borrower’s wire instructionswiring information of the account of the Borrower to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Term Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Any Delayed Draw Term Loan shall be in an aggregate amount of at least $2,500,000 (except such minimum amount shall not apply when the Borrower draws all of the remaining Delayed Draw Term Loan Commitments available at such time) and there shall not be more than (x) four (4) borrowings of Delayed Draw Term Loans and (y) two (2) borrowings of the Reborrowed Amount. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Pro Rata Shares: (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's ’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Following the receipt of a Notice of Borrowing, the Administrative Agent shall notify each applicable Lender of the specifics of the Term Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in immediately available funds, to the Administrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Term Loan. Upon satisfaction of the applicable conditions set forth in Section 5.02 (or, if such borrowing is a borrowing of Initial Term Loan, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrower on the day of the proposed Term Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent in the Administrative Agent’s Account to be deposited in the account designated by the Borrower in the applicable Notice of Borrowing. (iii) Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 p.m. (New York time) on the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that each applicable Lender has made the amount of its Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall promptly pay any such corresponding amount to the Administrative Agent for its own account. (iv) Nothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder.

Making the Term Loans. (a) The Administrative Term Loan Borrowing shall be made upon receipt of a Notice of Borrowing, given by the Borrower shall give to the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "Notice of Borrowing")), not later than (i) with respect 9:30 A.M. (New York City time) on the Initial Funding Date, in the event the Term Loan Borrowing is to be comprised of Base Rate Loans, and (ii) 11:00 A.M. (New York City time) on the third Business Day prior to the Initial Funding Date, in the event the Term A LoanLoan Borrowing is to be comprised of Eurodollar Rate Loans. (b) The Administrative Agent shall give to each Bank prompt notice (but in any event on the same day) of its receipt of a Notice of Borrowing in respect of Term Loans and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, upon its determination thereof, notice of the applicable interest rate under Section 4.3(b). Each Bank shall, before 11:00 A.M. (or in the case of a Term Loan Borrowing being made on the same day, before 12:00 noon noon) (New York City time) on the date which of the proposed Term Loan Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 12.2, in immediately available funds, such Bank's Ratable Portion of such proposed Term Loan Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article V, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's above-referenced address. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of a proposed Term Loan Borrowing comprised of Eurodollar Rate Loans, the Borrower shall indemnify each Bank against any loss, cost or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified in the Notice of Borrowing the applicable conditions set forth in Article V, including, without limitation, any loss (excluding loss of the margin payable in accordance with Section 4.2 on the amount of principal not borrowed as a result of such failure), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Eurodollar Rate Loan to be made by such Bank as part of the proposed Term Loan Borrowing when such Eurodollar Rate Loan, as a result of such failure, is three not made on such date. (3d) Business Days Unless the Administrative Agent shall have received notice from a Bank prior to the date of the proposed Term A Loan (or Borrowing that such shorter period as Bank will not make available to the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date such Bank's Ratable Portion of the proposed Loan) and (ii) with respect Term Loan Borrowing, the Administrative Agent may assume that such Bank has made such Ratable Portion available to the Delayed Draw Term Loan, 12:00 noon (New York City time) Administrative Agent on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as Borrowing in accordance with this Section 3.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such Ratable Portion available to the Administrative Agent and the Administrative Agent has so made available such amount, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is willing made available to accommodate from time the Borrower until the date such amount is repaid to timethe Administrative Agent, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify at (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Borrower, the interest rate applicable at the time to the Term A Loan, must be Loans comprising the Effective Date, Term Loan Borrowing and (ivii) in the Administrative Borrower’s wire instructionscase of such Bank, the Federal Funds Rate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by If such Bank shall repay to the Administrative Agent in good faith to be from such corresponding amount, such amount so repaid shall constitute such Bank's Term Loan as part of such Borrowing for purposes of this Agreement. If the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower shall repay to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms Agent such corresponding amount, such payment shall not relieve such Bank of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice obligation it may have to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingBorrower hereunder. (be) The Notice failure of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound any Bank to make a borrowing in accordance therewith. (c) The Loans its Term Loan shall be made by not relieve any other Bank of its obligation, if any, hereunder to make its Term Loan on the Lenders simultaneously and proportionately to their Pro Rata Shares date of the Total Commitment it being understood that such Borrowing, but no Lender Bank shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated Bank to make the Loans required Term Loan to be made by it by the terms of this Agreement regardless of the failure by any such other LenderBank.

Making the Term Loans. (a) The Administrative Borrower Term Loans shall give the Administrative Agent prior be made upon written notice (in substantially form and substance satisfactory to the form of Exhibit B hereto (a Agent, the "Notice of Borrowing")), not later than (i) with respect given by the Borrower to the Term A Loan, 12:00 noon (New York City time) on the date which is Agent at least three (3) and not more than five Business Days prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan)Borrowing Date. Such The Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of therein the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Borrowing Date, which shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Closing Date. Each Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to under this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Loans Credit Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations obligation to make a Term Loan requested hereunder, nor shall the Term Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a its Term Loan requested hereunder, and each Lender shall be obligated to make the Loans its Term Loan required to be made by it by the terms of this Credit Agreement regardless of the failure by any other Lender. Upon fulfillment of the applicable conditions set forth in Section 5 hereof (or the waiver thereof by the Agent and the Lenders as herein prescribed), each Lender shall make its Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the Agent's Account. The Agent will make the proceeds of the Term Loans available to the Borrower in same day funds at the Agent's office at 1251 Avenue of the Americas, New York, NY 10020, or at such other pxxxx xx xxx Xxxxx xxxxx xxxxxxxxx xx xxxxxxx xx the Borrower.

Making the Term Loans. (a) The Administrative Borrower Each Borrowing shall give the Administrative Agent prior written notice (in substantially the form of Exhibit B hereto (a "Notice of Borrowing"))be made on notice, given not later than (i) with respect to the Term A Loan, 12:00 noon p.m. (New York City time) on the date which is three (3) Business Days prior of the hearing for approval of the Interim Order or the Final Order, as the case may be, by the Administrative Borrower to the date Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested Interim Order Amount in the case of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) Borrowing on the borrowing date Closing Date or Final Order Amount in the case of the proposed Loan) and (ii) with respect to Borrowing on the Delayed Draw Term LoanFinal Order Funding Date. Each Lender shall, 12:00 noon before 11:00 a.m. (New York City time) on the date which is ten (10) Business Days prior of such Borrowing, make available for the account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeat the Administrative Agent’s Account, but in no event later than 12:00 noon (New York City time) on same day funds, such Lender’s ratable portion of such Borrowing in accordance with the borrowing date respective Commitments under the Facility of the proposed Delayed Draw Term Loan)Lenders. Such After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrowers by transfer of such funds to the DIP Proceeds Controlled Account in like funds as received. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrowers. The Borrowers shall specify indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Term Loans to be made by such Lender as part of such Borrowing when such Term Loans, as a result of such failure, is not made on such date. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrowers severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid or paid to the Administrative Agent, at (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Borrowers, the interest rate applicable at such time under Section 2.05 to Term A Loan, must be the Effective Date, Loans comprising such Borrowing and (ivii) in the Administrative Borrower’s wire instructionscase of such Lender, the Federal Funds Rate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by If such Lender shall pay to the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record such corresponding amount, such amount so paid shall constitute such Lender’s Term Loan as part of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingBorrowing for all purposes. (bd) The Notice failure of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound any Lender to make a borrowing in accordance therewith. (c) The the Term Loans shall to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loans on the Lenders simultaneously and proportionately to their Pro Rata Shares date of the Total Commitment it being understood that such Borrowing, but no Lender shall be responsible for any default by the failure of any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by such other Lender on the terms date of this Agreement regardless of the failure by any other LenderBorrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a "Notice of Borrowing")), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (3) 3 Business Days prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) 10 Business Days prior to the date of the proposed Delayed Draw Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Term Loans. With respect to the making of Term Loans: (a) The Administrative Borrower shall give the Administrative Agent prior written notice (substantially in substantially the form of Exhibit B C hereto (a "Notice of Borrowing")), not later than (i) with respect to the Term A Loan, 12:00 noon p.m. (New York City time) on the date which is three (3) one Business Days Day prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan)Closing Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether wire instructions for the account of the Borrower into which such Loan is requested to funds should be a Reference Rate Loan or a LIBOR Rate Loan anddeposited, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which must be a Business Day and, in the case of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructionsDay. The Administrative Agent and the Lenders may act without liability upon the basis of written, emailed or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the applicable a Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Except as otherwise provided in this Section 2.02(c), the Term Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment Term Loan Commitment; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall deliver to the account of the Borrower specified in the Notice of Borrowing an amount in immediately available funds equal to the such Lender's Pro Rata Share of the Term Loan to be made by the Lenders.

Making the Term Loans. With respect to the making of Term Loans: (a) The Administrative Borrower shall give the Administrative Agent prior written notice (substantially in substantially the form of Exhibit B C hereto (a "“Notice of Borrowing"”)); provided, that the Borrower may not later than (i) with respect deliver the Notice of Borrowing prior to the Term A Loan, 12:00 noon p.m. (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan)hereof. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term Loans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether wire instructions for the account of the Borrower into which such Loan is requested to funds should be a Reference Rate Loan or a LIBOR Rate Loan anddeposited, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which must be a Business Day and, in that is (x) no earlier than three Business Days after the case Effective Date and (y) no earlier than one Business Day after the date of the Term A Loan, must be the Effective Date, and (iv) the Administrative Borrower’s wire instructionsNotice of Borrowing. The Administrative Agent and the Lenders may act without liability upon the basis of written, emailed or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request the applicable a Loan on behalf of the applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) The Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. (c) The Except as otherwise provided in this Section 2.02(c), the Term Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment Term Loan Commitment; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's ’s obligation to make a Term Loan requested hereunder, and each Lender shall be obligated to make the Term Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall deliver to the account of the Borrower specified in the Notice of Borrowing an amount in immediately available funds equal to the such Lender’s Pro Rata Share of the Term Loan to be made by the Lenders.