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 C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed 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 Loan (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, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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) 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 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) 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 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. 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 Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C 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 (x3) 1 Business Day Days prior to the date of the proposed Initial 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 Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to timeLoan). 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 LoanLoans 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 Base Reference Rate Loan or a SOFR LIBOR Rate Loan and, in the case of a SOFR LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, Day and, with respect to in the Initial case of the Term A Loan, must be the Effective Date, and (viiv) the wiring instructions for the dispersal of such Term LoanAdministrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written 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 a Term the applicable Loan on behalf of the Borrowers 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) Each The 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 Borrowers applicable Borrower 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) Except as otherwise provided in this Section 2.02(c), all Term The 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 Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (x3) 1 Business Day 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 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 p.m. (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 Loan (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, (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 Base Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term LIBOR Rate Loan, (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, Date and (viiv) the wiring instructions for information of the dispersal account of the Borrower to which the proceeds of such Term LoanLoan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers 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) 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 Borrowers Borrower 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) Pro Rata Shares: (i) Except as otherwise provided in this Section subsection 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 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 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. (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 Term Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in immediately its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available funds by wire transfer to the Payment Office Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not later than 1:00 p.m. on in fact made available to the Business Day specified in the applicable Notice of Borrowing. Upon receipt of all requested fundsAdministrative Agent by any such Lender, the Administrative Agent shall make all funds so received by it available 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 Borrowers Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days. Upon any such failure by wire transfer in like funds as received 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 accordance with the relevant Notice of Borrowingthis subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder.

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 C hereto (a “Notice of Borrowing”))Lenders, not later than 12:00 noon 1:00 p.m. (New York City California time) on the date which is (x) 1 Business Day prior to immediately preceding the date Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the proposed 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 Loan (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, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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) 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 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 such Lender's Pro Rata Share of the requested Borrowing available to Agent in same day funds, to such account of Agent as Agent may designate, not later than 10:00 a.m. (California time) on the Administrative Funding Date applicable thereto. After Agent's receipt of the proceeds of the Term Loans, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the 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 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 from any Lender, or otherwise has actual knowledge, that one or more of the applicable conditions set forth in Section 3 will not be satisfied on the requested Funding Date for the Borrowing. (ii) 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 by wire transfer 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 Payment Office extent any Lender shall not later than 1:00 p.m. 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 specified in 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 for all purposes of this Agreement. If such amount is not made available to 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 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 Notice of at the time to the Term Loans composing such Borrowing. Upon receipt The failure of all requested funds, any Lender to make 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) Except as otherwise provided in this Section 2.02(c), all Term Loans under this Agreement 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 Initial Term Loan Commitment or the Total Delayed Draw Term Loan CommitmentFunding Date, as the case may be, it being understood that 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 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 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 terms Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of this Agreement regardless of the failure by any other Lenderpayments hereunder. Each applicable Amounts payable to a Defaulting Lender shall make instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to Borrowers the amount of its Term Loan available 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 Administrative Agent 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 immediately available funds writing. The operation of this section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by wire transfer to the Payment Office not later than 1:00 p.m. on the Business Day specified in the applicable Notice any Borrower 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 Borrowingits duties and obligations hereunder.

Making the Term Loans. (a) The Administrative Borrowing of Term Loans shall be made on notice by the Borrower shall give to the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”))Agent, given not later than 12:00 noon 11:00 A.M. (New York City timei) on the date which is (x) 1 third Business Day prior to the date of the proposed Initial Term Loan Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans 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 timeii) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 first Business Days Day prior to the date of the proposed Delayed Draw Borrowing in the case of a Borrowing consisting of Base Rate Loans, and, in each case, the Administrative Agent 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, specifying therein the requested (i) date of such Borrowing, (ii) Type of Term Loan 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 Loan. Each Lender shall, before 12:00 noon (or such shorter period as other later time agreed upon by the Borrower and the Administrative Agent) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent is willingat the Administrative Agent’s Account, in its sole discretionsame day funds, such Lender’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 Article III, the Administrative Agent will make such funds available to accommodate from time the Borrower at the Administrative Agent’s address referred to time). Such in Section 8.02. (b) Anything in subsection (a) above to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Loans for any Borrowing if the aggregate obligation of the 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 and shall specify (i) binding on the principal amount Borrower unless revoked in writing prior to the applicable Borrowing of the proposed Term Loan, (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 Base Rate Loan or a SOFR Loan and, in Loans. In the case of a SOFR Loanany Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Administrative Agent and shall indemnify each Lender shall be entitled to rely conclusively on against any Authorized Officer’s authority to request loss, cost or expense incurred by such Lender as a Term Loan on behalf result of the 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 any revocation of the signature appearing on any written Notice of Borrowing. (b) Each a Notice of Borrowing pursuant to this Section 2.02 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 be irrevocable (provided have received notice from a Lender prior to the time of any Borrowing 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 Lender will not make available to the Administrative Agent by the Administrative Borrower if any such condition is not satisfied) and the 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 Lender’s ratable portion 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 may assume that such 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 has made such portion 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 date of such Borrowing in the applicable Notice of Borrowing. Upon receipt of all requested funds, accordance with subsection (a) above and the Administrative Agent shall may, in reliance upon such assumption, make all funds so received by it available to the Borrowers by wire transfer 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 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 like funds as received the case of the Borrower, the interest rate applicable at the time to Borrowings comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the relevant Notice Administrative Agent in connection with the foregoing. If the Borrower 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 Borrowingsuch 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. (ce) Except as otherwise provided in this Section 2.02(c), all The failure of any Lender to make the Term Loans under this Agreement shall 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 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 the failure of 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 Loan to be made by it by the terms of this Agreement regardless of the failure by any such 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 date 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 any Borrowing.

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 C 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 (x) 1 3 Business Day Days prior to the date of the proposed Initial 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 Term Loan) and (yii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is 15 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, in its sole discretion, 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 LoanLoans 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 Base Reference Rate Loan or a SOFR LIBOR Rate Loan and, in the case of a SOFR LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, Day and, with respect to in the Initial case of the Term A Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written 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 a Term the applicable Loan on behalf of the Borrowers 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) Each The 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 Borrowers applicable Borrower 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) Except as otherwise provided in this Section 2.02(c), all Term The 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. (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 written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”))to 10:00 A.M., not later than 12:00 noon (New York City San Francisco time) on the date which is one (x1) 1 Business Day prior to the requested Borrowing date, specifying (A) the amount of the proposed Borrowing, and (B) the requested date of the proposed Initial Term Loan (or Borrowing. Promptly following receipt of such shorter period as notice, 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 shall notify each Lender of the borrowing date of the proposed Term Loan) , and (y) 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 notices and confirmation shall be in the form of the Notice of Term Loan attached hereto as EXHIBIT B, 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 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 which is 15 Business Days the Agent believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower. (iii) 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 the Agent on the date of such Borrowing in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify accordance with subsection (i) of this Section 2.1(b) and the principal 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 Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount of together with interest thereon, for each day from the proposed Term Loandate such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iii) 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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loanthe Borrower, the Interest Period with respect thereto, interest rate applicable at the time to such Borrowing and (ivii) in the use of the proceeds case of such proposed Term LoanLender, (v) the proposed borrowing date, which must be a Business Day, and, with respect Federal Funds Rate. If such Lender shall repay to the Initial Term LoanAgent such corresponding amount, must be the Effective Date, and (vi) the wiring instructions for the dispersal such amount so repaid shall constitute such Lender's pro rata share of such Term LoanBorrowing for purposes of this Agreement. The Administrative Agent and the Lenders may act without liability upon the basis failure of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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) 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 Borrowers shall be bound to make a borrowing in accordance therewith. The Delayed Draw Term Loan A available its pro rata share of any Borrowing shall be made in an amount equal not relieve any other Lender of its obligation, if any, hereunder, to $5,000,000. Each Delayed Draw Term Loan B shall be made in a minimum amount make available its pro rata share of $500,000 (or such Borrowing on the remaining amount date 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) 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 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 Term Loan requested hereunder, nor shall the Commitment available its pro rata share 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. 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. Borrowing on the Business Day specified in the applicable Notice date 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 any Borrowing.

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 C hereto (a “Notice of Borrowing”))to 10:00 A.M., not later than 12:00 noon (New York City San Francisco time) on (i) three (3) LIBO Business Days prior to the requested Borrowing date which is in the case of a LIBO Rate Loan, and (xii) 1 one (1) Business Day prior to the requested Borrowing date in the case of a Base Rate Loan, specifying (A) the amount of the proposed Borrowing, (B) the requested date of the proposed Initial Term Borrowing, (C) whether the Borrowing is to consist of a LIBO Rate Loan or a Base Rate Loan, and (or such shorter period as D) if the Administrative Agent Loan is willing to accommodate from time to timebe a LIBO Rate Loan, but in no event later than 12:00 noon (New York City time) on the borrowing date length of the proposed Term Loan) and (y) on Interest Period therefor. Promptly following receipt of such notice, the date which is 15 Business Days prior to Agent shall notify each Lender of the date of the proposed Delayed Draw Term Loan (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, (ii) whether such Term the Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to will be a Base Rate Loan or a SOFR 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 case amount of a SOFR Loanits 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 Interest Period with respect thereto, (iv) the use of Agent will make available the proceeds of all such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect Loans to the Initial 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, must 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 Effective DateAgent'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 (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on upon, any Authorized Officer’s authority notice of Borrowing, or any notice of interest rate conversion or extension or regarding any Letter of Credit, which the Agent believes in good faith to request have been given by a Term Loan Person duly authorized to borrow on behalf of the 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 BorrowingBorrower. (biii) Each Notice Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing pursuant that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (1) of 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 satisfied2.6((b)) and the Borrowers 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 be bound not have so made such ratable portion available to make a borrowing in accordance therewith. The Delayed Draw Term Loan A shall be made in an the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount equal to $5,000,000. Each Delayed Draw Term Loan B shall be made in a minimum amount of $500,000 (or together with interest thereon, for each day from the remaining amount of the aggregate Delayed Draw Term Loan B Commitments if date 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 made available to the Administrative Agent in immediately available funds by wire transfer Borrower until the date such amount is repaid to the Payment Office Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to 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 constitute such Lender's pro rata share of such Borrowing for purposes of this Agreement. The failure of any Lender to make available its pro rata share of any Borrowing shall not later than 1:00 p.m. relieve any other Lender of its obligation, if any, hereunder, to make available its pro rata share of such Borrowing on the Business Day specified in the applicable Notice date of such 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) 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 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 Term Loan requested hereunder, nor shall the Commitment available its pro rata share 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. 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. Borrowing on the Business Day specified in the applicable Notice date 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 any Borrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”))) or such other form approved by the Administrative Agent, not later than 12:00 noon 5:00 p.m. (New York City time) on the date which is (xi) 1 in the case of the Interim Term Loans, two (2) Business Day Days prior to the date Effective Date, subject to the entry of the proposed Initial Term Loan Interim Order, and (or such shorter period as iii) in 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 case of the proposed Final Term LoanLoans, two (2) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan funding thereof (or which such shorter period as funding date shall be no later than two (2) Business Days after the Administrative Agent is willing, in its sole discretion, to accommodate from time to timedate of entry of the Final Order). Such In the case of Roll-Up Loans, the Borrower shall be deemed to have given a Notice of Borrowing of such loans to be made on the date of entry of the Final Order and for such loans to be Reference Rate Loans. 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, (ii) whether such Term Loan is requested is the Initial to be an Interim Term Loan or a Delayed Draw Final Term Loan, (iii) whether that such Term Loan is requested to be a Base Reference Rate Loan or a SOFR Loan and(or, if agreed by the Lenders in the case of their sole discretion, a SOFR Loan, the Interest Period with respect thereto), (iv) the use of the proceeds of such proposed Interim Term LoanLoans 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, and, and with respect to the Initial Interim Term Loan, Loans must be the Effective Date, Date and with respect to the Final Term Loans must be not later than the second (vi2nd) Business Day following the wiring instructions for Bankruptcy Court’s entry of the dispersal of such Term LoanFinal Order. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers 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) 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 Borrowers Borrower 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. (ci) 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 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 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 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. Each applicable 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 amount of its Interim Term Loan Loans or Final Term Loans, as applicable, available to the Administrative Agent Agent, in immediately available funds by wire transfer to funds, in the Payment Office not Administrative Agent’s Accounts no later than 1:00 3:00 p.m. (New York City time) on the Business Day specified in date of the applicable Notice of Borrowingproposed loan. Upon receipt of all requested funds, the The Administrative Agent shall will make all funds so received by it the proceeds of such Interim Term Loans or Final Term Loans, as applicable, available to the Borrowers Borrower on the day of the proposed loan by wire transfer causing an amount, in like funds 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 the relevant Notice of BorrowingSections 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 (in substantially the form thereof. Each such notice of Exhibit C hereto a Borrowing (a “Notice of Borrowing”))) shall be transmitted by facsimile or email in substantially the form of Exhibit A-1 hereto, not later than 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 Borrowing comprising SOFR Term Loans, initial Interest Period for such Term Loans. Each Lender shall, before (x) 12:00 noon (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed Initial Borrowing comprising SOFR Term Loan Loans, and (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 y) 3:00 P.M. (New York City time) on the borrowing date of the proposed Borrowing comprising Base Rate Term Loan) and (y) on Loans, make available for the date which is 15 Business Days prior account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat the Agent’s Account, in its sole discretionsame day funds, to accommodate from time to time)such Lender’s ratable portion of such Borrowing. Such Notice After the Administrative Agent’s receipt of Borrowing shall be irrevocable such funds and shall specify (i) the principal amount upon fulfillment of the proposed Term Loanapplicable conditions set forth in Article III, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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 will make such funds available to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Borrower in such manner as the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and 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) 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 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. (provided 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 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 Lender will not make available to the Administrative Agent by the Administrative Borrower if any such condition is not satisfied) and the 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 Lender’s ratable portion 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 may assume that such 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 has made such portion 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 date of such Borrowing in the applicable Notice accordance with subsection (a) of Borrowing. Upon receipt of all requested funds, this Section 2.02 and the Administrative Agent shall may, in reliance upon such assumption, make all funds so received by it available to the Borrowers by wire transfer in like funds as received by 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 accordance 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 relevant Notice case of Borrowingsuch 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. (cd) Except as otherwise provided in this Section 2.02(c), all The failure of any Lender to make its Term Loans under this Agreement shall Loan to be made by the Lenders simultaneously and proportionately to their Pro Rata Shares it as part of the Total Initial Borrowing under Section 2.01 shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan Commitment or on the Total Delayed Draw Term Loan Commitmentdate of such Borrowing, as the case may be, it being understood that 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 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 Loan to be made by it by such other Lender on the terms of this Agreement regardless date 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 BorrowingBorrowing under Section 2.01.

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 C hereto (a “Agent, the "Notice of Borrowing”)"), not later than 12:00 noon (New York City time) on given by the date which is (x) 1 Business Day prior Borrower to the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later at least three and not more 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 five Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time)Borrowing Date. Such The Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of therein the proposed Term LoanBorrowing Date, (ii) whether such which shall be the Closing Date. Each Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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) 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 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) Except as otherwise provided in this Section 2.02(c), all Term Loans under this Credit 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 obligations 's 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 's obligation to make a its Term Loan requested hereunder, and each Lender shall be obligated to make the its Term Loans Loan required to be made by it by the terms of this Credit Agreement regardless of the failure by any other Lender. Each 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 the amount of its Term Loan available to be made by it hereunder on the Administrative Agent in Closing Date by wire transfer of immediately available funds by wire transfer 2:00 p.m., New York City time, to the Payment Office not later than 1:00 p.m. on Agent's Account. The Agent will make the Business Day specified in proceeds of the applicable Notice of Borrowing. Upon receipt of all requested funds, the Administrative Agent shall make all funds so received by it Term Loans available to the Borrowers by wire transfer Borrower in like same day funds as received by at the Administrative Agent in accordance with Agent's office at 1251 Avenue of the relevant Notice of BorrowingAmericas, 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 Term Loan Borrowing shall give the Administrative Agent prior written notice (in substantially the form be made upon receipt of Exhibit C hereto (a “Notice of Borrowing”)), Borrowing given by the Borrower to the Agent not later than 12:00 noon 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Term Loan Borrowing. (b) The Agent shall give to each Bank prompt notice of its receipt of a Notice of Borrowing in respect of Term Loans and, upon its determination thereof, notice of the applicable interest rate under Section 5.3(b). Each Bank shall, before 11:00 A.M. (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed 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 Loan Borrowing, make available for the date which is 15 Business Days prior account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat its address referred to in Section 12.2, in its sole discretionimmediately available funds, 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, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds Bank's Ratable Portion of such proposed Term LoanLoan Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, (v) the proposed borrowing date, which must be a Business Day, and, with respect Agent will make such funds available to the Initial Term Loan, must be Borrower at the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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's above-referenced address. (bc) Each Term Loan Borrowing pursuant to this Section 2.2 shall be in an aggregate amount of not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof. The maximum number of Term Loan Borrowings permitted under this Agreement shall be four (4). (d) Each Notice of Borrowing pursuant to this Section 2.02 2.2 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 and binding on the Administrative Agent by the Administrative Borrower if any such condition is not satisfied) and the Borrowers shall be bound to make a borrowing in accordance therewithBorrower. The Delayed Draw Term Loan A Borrower 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 (indemnify each Bank against any loss, cost or the remaining amount of the aggregate Delayed Draw Term Loan B Commitments if expense incurred by 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) 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 obligations to make a Term Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased Bank as a result of any failure to fulfill on or before the default date specified in such Notice of Borrowing for such proposed Borrowing the applicable conditions set forth in Article VI, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund any other Lender in that other Lender’s obligation to make a Term Loan requested hereunderBorrowing when such Term Loan, as a result of such failure, is not made on such date. A certificate as to such amounts submitted to the Borrower and each Lender the Agent by such Bank shall be obligated conclusive and binding absent manifest error. (e) Unless the Agent shall have received notice from a Bank prior to the date of any proposed Term Loan Borrowing pursuant to this Section 2.2 that such Bank will not make available to the Agent such Bank's Ratable Portion of such Term Loan Borrowing, the Agent may assume that such Bank has made such Ratable Portion available to the Agent on the date of such Term Loan Borrowing in accordance with this Section 2.2 and the 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 Agent and the Agent has so made available such amount, such Bank and 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) in the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising the Term Loan Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent 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 Borrower shall repay to the Agent such corresponding amount, such payment shall not relieve such Bank of any obligation it may have to the Borrower hereunder. (f) The failure of any Bank to make the Term Loans required Loan to be made by it by the terms as part of any Term Loan Borrowing pursuant to this Agreement regardless of the failure by Section 2.2 shall not relieve any other Lender. Each applicable Lender shall Bank of its obligation, if any, hereunder to 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 date of such Borrowing, but no Bank shall be responsible for the applicable Notice failure of Borrowing. Upon receipt any other Bank to make the Term Loan to be made by such other Bank on the date 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 any such Term Loan Borrowing.

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 C hereto (a “Notice of Borrowing”)); provided, that the Borrower may not later than deliver the Notice of Borrowing prior to 12:00 noon p.m. (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed 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 Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time)hereof. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether wire instructions for the account of the Borrower into which such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loanfunds should be deposited, and (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be Day that is (x) no earlier than three Business Days after the Effective Date, Date and (viy) no earlier than one Business Day after the wiring instructions for date of the dispersal Notice of such Term LoanBorrowing. The Administrative Agent and the Lenders may act without liability upon the basis of written written, emailed or telecopied 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers 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) 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 Borrowers Borrower 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) Except as otherwise provided in this Section 2.02(c), all the 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 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. Each applicable Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall make the amount of its Term Loan available deliver to the Administrative Agent account of the Borrower specified in the Notice of Borrowing an amount in immediately available funds by wire transfer equal to the Payment Office not later than 1:00 p.m. on such Lender’s Pro Rata Share of 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 Term Loan to the Borrowers by wire transfer in like funds as received be made by the Administrative Agent in accordance with the relevant Notice of BorrowingLenders.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (x3) 1 Business Day Days (or, in the case of any Delayed Draw Term Loan, ten (10) Business Day) prior to the date of the proposed 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 p.m. (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 Loan (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, (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 Base Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, Date and (viiv) the wiring instructions for information of the dispersal account of the Borrower to which the proceeds of such Term LoanLoan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers 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) 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 Borrowers Borrower 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) Pro Rata Shares: (i) Except as otherwise provided in this Section subsection 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 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 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. (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 Term Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in immediately its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available funds by wire transfer to the Payment Office Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not later than 1:00 p.m. on in fact made available to the Business Day specified in the applicable Notice of Borrowing. Upon receipt of all requested fundsAdministrative Agent by any such Lender, the Administrative Agent shall make all funds so received by it available 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 Borrowers Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days. Upon any such failure by wire transfer in like funds as received 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 accordance with the relevant Notice of Borrowingthis subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder.

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 C hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon p.m. (New York City time) on the date which is (x) 1 one Business Day prior to the date of the proposed 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 Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time)Closing Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether wire instructions for the account of the Borrower into which such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loanfunds should be deposited, and (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written written, emailed or telecopied 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Term Loan on behalf of the Borrowers 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) 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 Borrowers Borrower 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) Except as otherwise provided in this Section 2.02(c), all the 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 Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall make the amount of its Term Loan available deliver to the Administrative Agent account of the Borrower specified in the Notice of Borrowing an amount in immediately available funds by wire transfer equal to the Payment Office not later than 1:00 p.m. on such Lender's Pro Rata Share of 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 Term Loan to the Borrowers by wire transfer in like funds as received be made by the Administrative Agent in accordance with the relevant Notice of BorrowingLenders.

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 not later than (i) 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 written to the Initial Funding Date, in the event the Term Loan Borrowing is to be comprised of Eurodollar Rate Loans. (b) The Administrative Agent shall give to each Bank prompt notice (but in substantially any event on the form same day) of Exhibit C hereto (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, not later than 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 not made on such date. (xd) 1 Business Day Unless the Administrative Agent shall have received notice from a Bank prior to the date of the proposed 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 Loan (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, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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) 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 Bank will not make available to the Administrative Agent by such Bank's Ratable Portion of the Administrative Borrower if any such condition is not satisfied) and the 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 may assume that such Bank has made such Ratable Portion 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 date of the Term Loan Borrowing in the applicable Notice of Borrowing. Upon receipt of all requested funds, accordance with this Section 3.2 and the Administrative Agent shall may, in reliance upon such assumption, make all funds so received by it available to the Borrowers by wire transfer in like funds as received by Borrower on such date a corresponding amount. If and to the Administrative Agent in accordance with the relevant Notice of Borrowing. (c) Except as otherwise provided in this Section 2.02(c), all Term Loans under this Agreement extent that such Bank shall be not have so 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 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. Each applicable Lender shall make the amount of its Term Loan such Ratable Portion 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, and the Administrative Agent shall make all funds has so received by it 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 made available to the Borrowers by wire transfer Borrower until the date such amount is repaid to the Administrative Agent, at (i) in like funds as received by the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising the Term Loan Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent in accordance with 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 relevant Notice Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Bank of any obligation it may have to the Borrower hereunder. (e) The failure of any Bank to make its Term Loan shall not relieve any other Bank of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Term Loan to be made by such other Bank.

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 (in substantially the form which may be by e-mail). Each such notice of Exhibit C hereto a Borrowing (a “Notice of Borrowing”)) shall be delivered in writing (which may be by e-mail), not later than 12:00 noon in substantially the form of Exhibit A, specifying therein the requested (i) 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 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 (x) 1 Business Day prior to the date of the proposed Initial Term 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 before 11:00 a.m. (New York City time) on the borrowing date of such Borrowing, make available for the proposed Term Loan) and (y) on the date which is 15 Business Days prior account of its Applicable Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat the Administrative Agent’s Account, in its sole discretionsame 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 accommodate from time the Company at the Company’s account at the Administrative Agent’s address referred to time). Such 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 less than $25,000,000 or if the obligation of the Banks to 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 shall specify (i) binding on the principal amount of the proposed Term LoanCompany; provided however, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from that any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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) Each Notice of Borrowing pursuant to this Section 2.02 shall may be irrevocable (provided that such notice may provide that it is conditioned upon a specified on the occurrence of any event, in which case, case such notice may be revoked or extended by written the Company (by notice delivered to the Administrative Agent by at any time prior to 9:00 a.m. (New York City time) on the Administrative Borrower date of the proposed Borrowing) if any such condition is not satisfied. (d) and Unless the Borrowers Administrative Agent shall be bound have received notice from a Bank prior to the time of any Borrowing that such Bank will not make a borrowing in accordance therewith. The Delayed Draw Term Loan A shall be made in an amount equal available to $5,000,000. Each Delayed Draw Term Loan B shall be made in a minimum amount the Administrative Agent such Bank’s ratable portion 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 may assume that such Bank has made such portion 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 date of such Borrowing in the applicable Notice of Borrowing. Upon receipt of all requested funds, accordance Section 3.02(a) and the Administrative Agent shall may, in reliance upon such assumption, make all funds so received by it available to the Borrowers by wire transfer in like funds as received by Company on such date a corresponding amount. If and to the Administrative Agent in accordance with the relevant Notice of Borrowing. (c) Except as otherwise provided in this Section 2.02(c), all Term Loans under this Agreement extent that such Bank shall be not have so 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 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. Each applicable Lender shall make the amount of its Term Loan such ratable portion available to the Administrative Agent in immediately available funds by wire transfer Agent, such Bank and the Company severally agree 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, repay to the Administrative Agent shall make all funds so received by it forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers by wire transfer Company until the date such amount is repaid to the Administrative Agent, at (i) in like funds as received by the case of the Company, the interest rate applicable at the time to Term Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent in accordance with the relevant Notice such corresponding amount, such amount so repaid shall constitute such Bank’s Term Loan as part of Borrowingsuch Borrowing for purposes of this Agreement.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (x3) 1 Business Day 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 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 p.m. (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 Loan (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, (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 Base Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, Date and (viiv) the wiring instructions for information of the dispersal account of the Borrower to which the proceeds of such Term LoanLoan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers 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) 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 Borrowers Borrower 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) Pro Rata Shares: (i) Except as otherwise provided in this Section subsection 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 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 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. (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 Term Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in immediately its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available funds by wire transfer to the Payment Office Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not later than 1:00 p.m. on in fact made available to the Business Day specified in the applicable Notice of Borrowing. Upon receipt of all requested fundsAdministrative Agent by any such Lender, the Administrative Agent shall make all funds so received by it available 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 Borrowers Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days. Upon any such failure by wire transfer in like funds as received 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 accordance with the relevant Notice of Borrowingthis 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 Borrower Borrowing under Section 2.01 shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”))be made on notice, given not later than 12:00 noon 9:00 A.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which is shall give to each 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, specifying therein the requested (A) date of such Borrowing, (B) aggregate amount of such Borrowing and (C) wire instructions of the Borrower. Each Lender shall, before (x) 1 Business Day prior to the date of the proposed 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 11:00 A.M. (New York City time) on the borrowing date of the proposed Term Loan) and (y) on Borrowing make available for the date which is 15 Business Days prior account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat its address referred to in Section 8.02, in its sole discretionsame day funds, to accommodate from time to time)such Lender’s ratable portion of such Borrowing. Such Notice After the Administrative Agent’s receipt of Borrowing shall be irrevocable such funds and shall specify (i) the principal amount upon fulfillment of the proposed Term Loanapplicable conditions set forth in Article III, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith will make such funds available to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to at the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the 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 Borrowingaforesaid address. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower. 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 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. (provided c) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing 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 Lender will not make available to the Administrative Agent by the Administrative Borrower if any such condition is not satisfied) and the 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 Lender’s ratable portion 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 may assume that such 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 has made such portion 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 date of such Borrowing in the applicable Notice accordance with subsection (a) of Borrowing. Upon receipt of all requested funds, this Section 2.02 and the Administrative Agent shall may, in reliance upon such assumption, make all funds so received by it available to the Borrowers by wire transfer in like funds as received by 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 accordance the case of the Borrower, the interest rate applicable at the time to the Term Loans made in connection with such Borrowing and (ii) in the relevant Notice case of Borrowingsuch 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. (cd) Except as otherwise provided in this Section 2.02(c), all The failure of any Lender to make the Term Loans under this Agreement shall Loan to be made by the Lenders simultaneously and proportionately to their Pro Rata Shares it as part of the Total Initial Borrowing on the Closing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan Commitment or on the Total Delayed Draw Term Loan Commitmentdate of such Borrowing, as the case may be, it being understood that 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 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 Loan to be made by it by such other Lender on the terms of this Agreement regardless date 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 BorrowingBorrowing hereunder.

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 C B hereto (a “Notice of Borrowing”)), not later than 12:00 p.m. noon (New York City Eastern time) on the date which is two (x2) 1 Business Day Days prior to the date of the proposed 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 Loan (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 LoanLoan not to exceed the aggregate maximum amount of such Term Loans for the period set forth in Section 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 Term Loan requested date is not a Business Day, such funding date shall be the Initial Term Loan or a Delayed Draw Term Loannext succeeding Business Day, (iii) whether such Term Loan is requested the disbursements to be a Base Rate Loan or a SOFR Loan and, in funded with the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) in accordance with the proposed borrowing date, which must be a Business Day, and, with respect to line items in the Initial Term Loan, must be the Effective DateApproved Budget, and (viiv) confirming wire instructions that the wiring instructions for proceeds of the dispersal of such proposed Term LoanLoan 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 written, 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). The Administrative Borrower hereby waives the right to dispute the Agent’s record of the terms of any such telephonic notice. The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers 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) Each Notice . Notwithstanding the foregoing, if a Default or Event of Borrowing pursuant to this Section 2.02 shall be irrevocable (provided that such notice may provide that it Default has occurred and is conditioned upon a specified eventcontinuing, 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 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) 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 have 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 any requested 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. 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 C hereto (a “Notice of Borrowing”)), not later than 12:00 noon p.m. (New York City time) on the date which is (x) 1 one Business Day prior to the date of the proposed 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 Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time)Closing Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether wire instructions for the account of the Borrower into which such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loanfunds should be deposited, and (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written written, emailed or telecopied 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers 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) 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 Borrowers Borrower 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) Except as otherwise provided in this Section 2.02(c), all the 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 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. Each applicable Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall make the amount of its Term Loan available deliver to the Administrative Agent account of the Borrower specified in the Notice of Borrowing an amount in immediately available funds by wire transfer equal to the Payment Office not later than 1:00 p.m. on such Lender’s Pro Rata Share of 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 Term Loan to the Borrowers by wire transfer in like funds as received be made by the Administrative Agent in accordance with the relevant Notice of BorrowingLenders.

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 C hereto (a “Notice of Borrowing”))be made on notice, given not later than 12:00 noon (New York City time) on the date which is (x) 1 12:00 noon on the third Business Day prior to the date of the proposed Initial Term Loan (Borrowing in the case of a Term Loan Borrowing consisting of Eurodollar Rate Advances 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) 1:00 p.m. on the date which is 15 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 the Administrative Agent is willingby telecopier, in its sole discretionsubstantially the form of Exhibit A hereto, to accommodate from time to time)specifying therein the requested (i) 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 case of a Term 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 Term Loan, (ii) whether such Term Loan requested is Borrowing make available for the Initial account of its Applicable Lending Office to the Agent, in same day funds, such Term Loan or a Delayed Draw Lender’s ratable (in accordance with its Term Loan, (iiiCommitment) whether portion of such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in the case of a SOFR LoanArticle IV, the Interest Period with respect thereto, (iv) the use of the proceeds of Agent will make such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect funds available to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of Borrower requesting such Term Loan. The Administrative Agent and Loan Borrowing at the Lenders may act without liability upon the basis of 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). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a address for Term Loan on behalf of the Borrowers until the Administrative Agent receives written notice Borrowings referred 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 Borrowingin Section 9.02. (b) Each 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 outstanding as part of more than six (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 satisfied6) and the Borrowers shall be bound to make a borrowing in accordance therewith. The Delayed Draw separate 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 BorrowingBorrowings. (c) Except as otherwise provided 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(c)2.02 and the Agent may, all 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 under this Agreement 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 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 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. 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 Borrower and shall constitute such Lender’s Term Loans as part of Borrowing. Upon receipt such Borrowing for purposes 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 Borrowingthis Agreement.

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 (in substantially the form thereof. Each such notice of Exhibit C hereto a Borrowing (a “Notice of Borrowing”))) shall be transmitted by facsimile or email in substantially the form of Exhibit A-1 hereto, not later than 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 Borrowing comprising SOFR Term Loans, initial Interest Period for such Term Loans. Each Lender shall, before (x) 12:00 noon (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed Initial Borrowing comprising SOFR Term Loan Loans, and (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 y) 3:00 P.M. (New York City time) on the borrowing date of the proposed Borrowing comprising Base Rate Term Loan) and (y) on Loans, make available for the date which is 15 Business Days prior account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat the Agent’s Account, in its sole discretionsame day funds, to accommodate from time to time)such Lender’s ratable portion of such Borrowing. Such Notice After the Administrative Agent’s receipt of Borrowing shall be irrevocable such funds and shall specify (i) the principal amount upon fulfillment of the proposed Term Loanapplicable conditions set forth in Article III, (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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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 will make such funds available to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Borrower in such manner as the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and 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) 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 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. (provided 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 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 Lender will not make available to the Administrative Agent by the Administrative Borrower if any such condition is not satisfied) and the 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 Lender’s ratable portion 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 may assume that such 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 has made such portion 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 date of such Borrowing in the applicable Notice accordance with subsection (a) of Borrowing. Upon receipt of all requested funds, this Section 2.02 and the Administrative Agent shall may, in reliance upon such assumption, make all funds so received by it available to the Borrowers by wire transfer in like funds as received by 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 accordance 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 relevant Notice case of Borrowingsuch 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. (cd) Except as otherwise provided in this Section 2.02(c), all The failure of any Lender to make its Term Loans under this Agreement shall Loan to be made by the Lenders simultaneously and proportionately to their Pro Rata Shares it as part of the Total Initial Borrowing under Section 2.01 shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan Commitment or on the Total Delayed Draw Term Loan Commitmentdate of such Borrowing, as the case may be, it being understood that 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 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 Loan to be made by it by such other Lender on the terms of this Agreement regardless date 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 BorrowingBorrowing under Section 2.01.

Making the Term Loans. (a) The Administrative Borrower Each Borrowing shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”))be made on notice, given not later than 12:00 noon p.m. (New York City time) on the date which is (x) 1 Business Day 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 Initial Term Loan (Borrowing on the Closing Date or such shorter period as Final Order Amount in the Administrative Agent is willing to accommodate from time to timecase of the Borrowing on the Final Order Funding Date. Each Lender shall, but in no event later than 12:00 noon before 11:00 a.m. (New York City time) on the borrowing date of such Borrowing, make available for the proposed Term Loan) and (y) on the date which is 15 Business Days prior account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat the Administrative Agent’s Account, in its sole discretionsame day funds, to accommodate from time to time). Such Notice such Lender’s ratable portion of such Borrowing shall be irrevocable and shall specify (i) in accordance with the principal amount respective Commitments under the Facility of the proposed Term Loan, (ii) whether Lenders. After the Administrative Agent’s receipt of 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 Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use funds and upon fulfillment of the proceeds of such proposed Term Loanapplicable conditions set forth in Article III, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of 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 will make such funds available to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf Borrowers by transfer of the Borrowers until the Administrative Agent receives written notice such funds 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 BorrowingDIP Proceeds Controlled Account in like funds as received. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrowers. The Borrowers 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 for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (provided 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 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 Lender will not make available to the Administrative Agent by the Administrative Borrower if any such condition is not satisfied) and the 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 Lender’s ratable portion 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 may assume that such 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 has made such portion 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 date of such Borrowing in the applicable Notice accordance with subsection (a) of Borrowing. Upon receipt of all requested fundsthis Section 2.02, and the Administrative Agent shall may, in reliance upon such assumption, make all funds so received by it available to the Borrowers by wire transfer in like funds as received by 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) in accordance with the relevant Notice case of Borrowingthe Borrowers, the interest rate applicable at such time under Section 2.05 to Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Term Loan as part of such Borrowing for all purposes. (cd) Except as otherwise provided in this Section 2.02(c), all The failure of any Lender to make the Term Loans under this Agreement 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 Initial Term Loan Commitment or the Total Delayed Draw Term Loan Commitmentsuch Borrowing, as the case may be, it being understood that 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 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 such 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 date 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 any Borrowing.