Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 (New York City time) on the date which is 5 (i) in the case of the Term Loan, three (3) Business Days prior to the Effective Date and (ii) three (3) Business Days prior to the date of the proposed Revolving Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term (ii) whether such Loan is requested to be made on a Revolving Loan or the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, (ivv) Borrower’s account wiring instructions, and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Except for the Loans made on the Closing Date, the Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C F hereto (a “Notice of Borrowing”)), (i) not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is 5 one (1) Business Days Day prior to the date of the proposed borrowing of a Base Rate Loan and (or such shorter period as the Administrative Agent (with respect to the Term Loansii) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event not later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date which is three (3) Business Days prior to the date of the proposed borrowing of a LIBOR Loan). Such Notice of Borrowing shall be irrevocable and shall specify (ia) the principal amount of the proposed Loan, which, with respect to (b) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Closing Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Reference Rate Revolving Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Term Loan, (ivc) the proposed borrowing date, which must be a Business Day, and, with respect to the initial a Term Loan, must be the Effective Date, Closing Date and (vd) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of whether the proposed Loan by causing an amountshall be a Base Rate Loan or a LIBOR Loan, or a combination thereof, and if a LIBOR Loan, the Interest Period therefor, provided such LIBOR Loan shall be in immediately available funds to be deposited a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in an account designated by the Administrative Borrower in the applicable Notice of Borrowingexcess thereof. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)thereof). Each Borrower hereby waives the right to dispute any The Administrative Agent's ’s record of the terms of any such telephonic Notice of BorrowingBorrowing shall be prima facie evidence of such terms. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or or, in each case, such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall that such Loan is requested to be in the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan A to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,00050,000,000, and with respect to the Term Loan B to be made on the Effective Date, shall be in the amount of $12,000,000, (ii) whether the Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term LoanLoans to be funded on the Effective Date, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's ’s account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable The Administrative Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to Agent, or in the Term Loans) or case of a Revolving Loan, the Revolving Agent (with respect to the Revolving Loans) Loan Representative (with a copy to 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 5 (i) in the case of any Term Loan and any Revolving Loan that is a LIBOR Rate Loan, 3 Business Days prior to the date of the proposed Loan (or or, in each case, such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) Loan Representative, as applicable, is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time)) on and (ii) in the case of a Revolving Loan that is a Reference Rate Loan, the borrowing date of the such proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term (ii) whether such Loan is requested to be made on a Revolving Loan or the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Restatement Term Loan, must be the Restatement Effective Date, and (v) the wire instructions of the . The Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of BorrowingAgent, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Revolving Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Representative and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (Administrative Agent or either of them) the Revolving Loan Representative, as the case may be, 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 Agents (Administrative Agent or either of them)the Revolving Loan Representative, as applicable). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s or the Revolving Loan Representative’s record of the terms of any such telephonic Notice of Borrowing. Each Agent The Administrative Agent, the Revolving Loan Representative and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent and the Revolving Loan Representative receives written notice to the contrary. The Agents Administrative Agent, the Revolving Loan Representative and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon (New York City time) on the date which is 5 three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall (i) be irrevocable and shall irrevocable, (ii) specify (iA) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iiiB) the use of the proceeds of such proposed Loan, and (ivC) the proposed borrowing date, which must be a Business Day, and, with respect Day and shall not occur more than one time each week unless an additional weekly borrowing date is consented to by the initial Term Loan, must be Agent and the Effective Date, Required Lenders and (viii) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available delivered to the Administrative Borrower on Agent together with the day of the proposed Loan documents required by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingSection 5.02(e). The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give notice to the Administrative Agent which may be given by (with respect to the Term Loansx) telephone or the Revolving Agent (with respect to the Revolving Loansy) (with a copy to the Administrative Agent) prior written notice (in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")) (provided, that, any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing), not later than 12:00 noon (A) 1:00 p.m. (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan, if made as a LIBOR Rate Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan)) or (B) 1:00 p.m. on the date of the proposed Loan, if made as a Reference Rate Loan. Such Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, and (1) with respect to the initial portion of the Term Loan, Loan funded pursuant to the Total Original Term Loan Commitment must be the Effective Date, (2) with respect to the portion of the Term Loan funded pursuant to the Total Term A Loan Commitment must be the First Amendment Effective Date, (3) with respect to the portion of the Term Loan funded pursuant to the Total Term A-1 Loan Commitment must be the Third Amendment Effective Date and (v4) with respect to the wire instructions portion of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Term Loan available funded pursuant to the applicable Agent, in immediately available funds, in Total Term A-2 Loan Commitment must be the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingFourth Amendment Effective Date. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon 1:00 p.m. (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan (in the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) on the date that is 1 Business Day prior to the date of the proposed Loan (in the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, 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). Such The Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type (either a Revolving Loan or a Term Loan) of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a Eurodollar Rate Loan, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or a Eurodollar Rate Loan, the Administrative Agent’s Account (in initial Interest Period applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term "Interest Period." If no Interest Period is specified with respect to any requested Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt of all requested funds, the applicable The Administrative Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (promptly confirmed in writing, 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 5 three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event not later than 12:00 noon (New York City time) on the borrowing date which is one (1) Business Day prior to the date of the proposed Loan (in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or a LIBOR Rate Loan, the Administrative Agent’s Account (in initial Interest Period to be applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingterm “Interest Period”. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, facsimile or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to (A) the initial Term Loan, must be the Effective Date, Date and (vB) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available with respect to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or , must be a Business Day after the Administrative Agent’s Account (in Effective Date. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the case Borrower shall be deemed to have selected an Interest Period of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingone month's duration. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City timei) on in the date which is 5 Business Days prior to the date case of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term a borrowing consisting of Reference Rate Loans) or the Revolving Agent (with respect to the Revolving Loans) 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 LoanReference Rate Loan and (ii) in the case of a borrowing consisting of LIBOR Loans, 12:00 noon (New York City time) on the date that is three Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Reference Rate Loan or a SOFR LIBOR Loan and, in the case of a SOFR LIBOR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are whether such Loan is requested to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Revolving A Loan or a B-Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the The Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of BorrowingBorrowing absent manifest error. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (telephonic notice, immediately confirmed in writing 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 5 3 Business Days (or, in the case of a Term Loan made after the Effective Date, 30 days) prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the date of borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed date of borrowing date, (which date of borrowing must be a Business Day, Day and, with respect to in the case of the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing). The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly purporting to be from the Administrative Borrower to the Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon (New York City time) on the date which is 5 three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall (i) be irrevocable and shall irrevocable, (ii) specify (iA) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iiiB) the use of the proceeds of such proposed Loan, and (ivC) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, Day and (viii) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available delivered to the Administrative Borrower on Agent together with the day of the proposed Loan documents required by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingSection 5.02(e). The Agents Administrative Agent and the Lenders Lender may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each the Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders Lender shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (aii) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon 1:00 p.m. (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan (in the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) on the date that is 1 Business Day prior to the date of the proposed Loan (in the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, 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). Such The Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type (either a Revolving Loan or a Term Loan) of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect (iii) whether the proposed Loan is to the initial Term be a Reference Rate Loan or a Eurodollar Rate Loan, must be the Effective Date, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or a Eurodollar Rate Loan, the Administrative Agent’s Account (in initial Interest Period applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term "Interest Period." If no Interest Period is specified with respect to any requested Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt of all requested funds, the applicable The Administrative Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City timex) on in the date which is 5 Business Days prior to the date case of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to timea borrowing consisting of a Reference Rate Loan, but in no event later than 12:00 noon 11:00 a.m. (New York City time) on the borrowing date of the proposed Reference Rate Loan), and (y) in the case of a borrowing consisting of LIBOR Rate Loans, 11:00 a.m. (New York City time) on a date that is three (3) Business Days prior to the date of the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall must be in the a minimum amount of $15,000,000500,000 and in integral multiples of $100,000 in excess thereof), (ii) whether the such Loan is requested to be a 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, (iii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Loans made on the Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans maybe converted into LIBOR Rate Loans in accordance with the terms of Section 2.09.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 one (1) Business Days Day prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, Day and must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Agent). Each Borrower hereby waives the right to dispute any the Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Agent receives written notice to the contrary. The Agents Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing), in substantially the form of Exhibit C D hereto (a “Notice of Borrowing”)), prior to the making of the proposed Loan, provided that such Notice of Borrowing shall be received by the Administrative Agent not later than 12:00 noon (New York City time) on the date which that is 5 three (3) Business Days prior to the proposed borrowing date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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 Loanaccommodate). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) whether such Loan is requested to be a Revolving Loan, the Initial Term Loan or an Additional Term Loan, (iv) the use of the proceeds of such proposed Loan (which, in the case of an Additional Term Loan, shall be used to repay NMFFP Indebtedness identified by the Required Lenders pursuant to Section 2.01(a)(iii)) and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (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 5 five Business Days prior to the date of the proposed Loan (or and, in the case of any borrowings of Revolving Loans in excess of $20,000,000, not later than 12:00 noon (New York City time) on the date which is ten Business Days prior to the date of the proposed Loan) (or, in each case, such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, (ivv) applicable wire instructions for the proceeds of such proposed Loan and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C H hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon (New York City time) on the date which is 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Reference Rate Revolving Loan or a SOFR Loan and, in the case of a SOFR Term Loan, the initial Interest Period with respect thereto, (iii) if requested by the Administrative Agent, the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term LoanLoans, must be the Effective Date, Date and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or , if requested by the Administrative Agent’s Account (in , a Borrowing Base Certificate current as of the case close of Term Loans) no later than 12:00 noon (New York City time) business on the date immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingderivation thereof. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments, Term Loan A Commitments and Term Loan B Commitments, as the case may be.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than (i) 12:00 noon (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed LIBOR Rate Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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 LIBOR Rate Loan)) and (ii) 12:00 noon (New York City time) on the date that is 1 Business Day prior to the date of the proposed Reference Rate Loan; provided, that any Notice of Borrowing with respect to Loans to be made on the Effective Date shall be required to be delivered by 5:00 p.m. on the Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iii) which shall be a period contemplated by the use definition of the proceeds of such proposed Loanterm "Interest Period", and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial any Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, and (v) then the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to requested Loan shall be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Reference Rate Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the The Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “"Notice of Borrowing”")), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is 5 1 Business Day prior to the date of the proposed Loan if such proposed Loan is a Reference Rate Loan or 3 Business Days prior to the date of the proposed Loan if such proposed Loan is a LIBOR Rate Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Revolving A Loan or a Revolving B Loan, (iii) in the case of a Revolving A Loan, whether such Loan is a Reference Rate Loan or a SOFR Loan LIBOR Rate Loan, and, in the case of a SOFR LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, ; and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Term Loan Funding Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from employee of the Administrative Borrower to the Agents (or either of them)Borrower). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. The proceeds of all Revolving Loans shall be disbursed by the Administrative Agent into the Disbursement Account.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon (New York City time) on the date which is 5 five (5) Business Days prior to the date of the proposed Loan (or if such Loan is a Term Loan and on shorter period notice as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to timetime with respect to any Revolving Loans, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Revolving Loan, it being understood that so long as Foothill acts as the Administrative Agent, if the amount of any proposed Revolving Loan does not exceed the amount available on the Revolving Loan at such time, Foothill, acting as the Administrative Agent, may make such proposed Loan on the Business Day of the borrowing request). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to in the Amendment No. 9 case of the Term Loan to be made A, shall fully utilize the Total Term Loan A Commitment on the Amendment No. 9 Final Facility Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of the Term Loan B, shall utilize a SOFR Loanportion of the Total Term Loan B Commitment equal to $75,000,000 on the Interim Facility Effective Date, may utilize a portion of the initial Interest Total Term Loan B Commitment for the Carve-Out Term Loan B during the Carve-Out Expenses Period with respect theretoin an amount not to exceed $10,000,000 if such period occurs prior to the Final Facility Effective Date, and $15,000,000 if such period occurs on and after the Final Facility Effective Date to pay Carve-Out Expenses, and shall utilize the remaining amount of the Total Term Loan B Commitment, other than in an amount equal to the unused amount available for the Carve-Out Term Loan B, not utilized on the Interim Facility Effective Date on the Final Facility Effective Date, (iiiii) the use of the proceeds of such proposed Loan, (iviii) the proposed borrowing date, which must be a Business Day, and, and with respect to the initial Revolving Loans, must be on or after the Final Facility Effective Date, in the case of the Term LoanLoan A, must be the Final Facility Effective Date, Date and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) the Term Loan B, must be either the Interim Facility Effective Date or the Administrative Agent’s Account (Final Facility Effective Date or, in the case of Term Loans) no later than 12:00 noon (New York City time) on the date portion of the proposed Term Loan B constituting the Carve-Out Term Loan B, to pay the Carve-Out Expenses during the Carve-Out Expenses Period, (iv) whether the Loan is a Revolving Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Term Loan available to the Administrative Borrower on the day of the proposed A or Term Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingB or a combination thereof. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon 10:00 a.m. (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type (either a Revolving Loan or a Term Loan) of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or an Eurodollar Rate Loan, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or an Eurodollar Rate Loan, the Administrative Agent’s Account (in initial Interest Period applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term "Interest Period". If no Interest Period is specified with respect to any requested Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt of all requested funds, the applicable The Administrative Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to (A) the initial Term Loan, must be the Effective Date, Date and (vB) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available with respect to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or , must be a Business Day after the Administrative Agent’s Account (in Effective Date. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the case Borrower shall be deemed to have selected an Interest Period of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingone month's duration. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 (New York City time) on the date which is 5 (i) in the case of the Initial Term Loan, three (3) Business Days prior to the Effective Date, (ii) three (3) Business Days prior to the date of the proposed Revolving Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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), or (iii) in the case of the Additional Term Loan, the Amendment No. 6 Effective Date, or (iv) in the case of any 2023 Incremental Revolving Loan, in accordance with Section 5.03(c)(iii). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, whichand, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Dateany 2023 Incremental Revolving Loan, shall be in the amount of $15,000,0003,000,000, (ii) whether such Loan is requested to be a Revolving Loan, the Initial Term Loan or the Additional Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, (ivv) Borrower’s account wiring instructions (which, in the case of the 2023 Incremental Revolving Loan, shall be the Blocked Account wiring instructions), and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Initial Term Loan, must be the Effective DateDate and, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available with respect to the applicable AgentAdditional Term Loan, in immediately available funds, in must be the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed LoanAmendment No. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing.6

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (notice, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 is, (x) in the case of a Swing Line Loan, the date of the proposed Loan, and (y) in the case of any other Loan, 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan (other than a Swing Line Loan, which in all cases, shall be made as a Reference Rate Loan) is to be a Reference Rate Loan or a LIBOR Rate Loan, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or a LIBOR Rate Loan, the Administrative Agent’s Account (in initial Interest Period to be applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingone month’s duration. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), (x) in the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the date which is 5 one (1) Business Day prior to the date of the proposed Loan (or such shorter period as the Agent is willing to accommodate from time to time), and (y) in the case of a borrowing consisting of a LIBOR Rate Loan, not later than 12:00 noon (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether such Loan is requested to be a Revolving Loan or the Term Loan A, (iii) whether such Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term LoanLoan A, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Agent). Each Borrower hereby waives the right to dispute any the Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Agent receives written notice to the contrary. The Agents Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative With respect to each Loan other than Loans outstanding pursuant to Section 2.01(a), the Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon (New York City time) on the date which is 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) in the case of any additional Loans requested on the Closing Date, whether the such Loan is requested to be a Reference Rate Revolving Loan or a SOFR Loan and, in the case of a SOFR Term Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Closing Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Responsible Officer thereof designated in writing purportedly from the Administrative Borrower to the Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Responsible Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Each Committed Borrowing under Section 2.01 shall be made on Borrower's oral or written notice given by Borrower shall give to the Administrative Agent (with respect to the Term Loansi) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon 11:00 A.M. (New York City time) on the date which is 5 third Business Days Day prior to the date of the proposed Committed Borrowing in the case of a Committed LIBOR Rate Loan and (or such shorter period as the Administrative Agent (with respect to the Term Loansii) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event not later than 12:00 noon 11:00 A.M. (New York City time) on the borrowing date same Business Day of the proposed Committed Borrowing in the case of an ABR Loan. With respect to any oral notice of borrowing given by Borrower, Borrower shall promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an oral notice of borrowing shall be in substantially the form of Exhibit 2.02 hereto ("Notice of Borrowing"). Such Each Notice of Borrowing shall be irrevocable signed by Borrower and shall specify therein the requested (i) the principal amount date of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000such Committed Borrowing, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case Type of a SOFR Loan, the initial Interest Period with respect theretoLoans comprising such Committed Borrowing, (iii) the use of the proceeds aggregate amount of such proposed Loan, Committed Borrowing and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term any Committed LIBOR Rate Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify Interest Period for each Lender of its pro rata share of such Loan. Each Lender The Agent shall thereafter make its Pro Rata Share promptly deliver a copy of the Loan available each Notice of Borrowing to the applicable Agenteach Bank, but in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) any event no later than 11:30 A.M. (New York City time) on the relevant borrowing date. Each Bank shall, before 12:00 noon Noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested fundssuch Committed Borrowing, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amountAgent at its address referred to in Section 11.02, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the funds, such Bank's applicable Notice Pro Rata Percentage of such Committed Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed Agent shall, no later than 1:00 P.M. (New York City time), make such funds available to Borrower at Borrower's account as shall be designated by the Agents (or either of them) 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 Agents (or either of them))Agent from time to time. Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender Borrowing shall be entitled to rely conclusively irrevocable and binding on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of BorrowingBorrower.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City timex) on in the date which is 5 Business Days prior to the date case of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to timea borrowing consisting of a Reference Rate Loan, but in no event later than 12:00 noon 11:00 a.m. (New York City time) on the borrowing date of the proposed Reference Rate Loan), and (y) in the case of a borrowing consisting of LIBOR Rate Loans, 11:00 a.m. (New York City time) on a date that is three (3) Business Days prior to the date of the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall must be in the a minimum amount of $15,000,0001,000,000 and in integral multiples of $100,000 in excess thereof), (ii) whether the such Loan is requested to be a 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, (iii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Loans made on the Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans may be converted into LIBOR Rate Loans in accordance with the terms of Section 2.09.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) prior telephonic or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written email notice (immediately confirmed in writing, 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 5 1 Business Day in the case of Revolving Loans which are Reference Rate Loans and otherwise 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term (ii) whether such Loan is requested to be made a Revolving Loan (it being understood that no Revolving Loans shall be advanced on the Amendment No. 9 Effective Date, shall be in ) or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, thereto and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (notice, in substantially the form of Exhibit C hereto (a “Notice Notice, of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 (x) in the case of the Term Loans to be made on the Effective Date, on the date of the proposed Loan, (y) in the case of the Term Loans to be made pursuant to the Delayed Draw A Term Loan Commitment, 7 days prior to the date of the proposed Loan and (z) in the case of the Term Loans to be made pursuant to the Delayed Draw B Term Loan Commitment, 15 Business Days prior to the date of the proposed Loan (or or, in each case, such shorter period as the Administrative Origination Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on one Business Day prior to the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iviii) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and the (viv) the wire instructions of for the Administrative Borrower's account or any other designated account(s) accounts to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to should be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingtransferred. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or other electronic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing. Upon its receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender shall make the amount of its applicable Term Loan Commitment available to the Administrative Agent in immediately available funds no later than 12 noon (New York City time) on the borrowing date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to proposed borrowing date, which, in the case of the Initial Loan, must be a Reference Rate Loan or a SOFR Loan the Effective Date and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Additional Loan, must be the First Amendment Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (ai) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is 5 five (5) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in no event the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall must be in the a minimum amount of $15,000,0001,000,000 and in integral multiples of $500,000 in excess thereof), (iiB) in the case of a Revolving Loan, whether the such Loan is requested to be a 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, (iiiC) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (D) the use of the proceeds of such proposed Loan, Loan and (ivE) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, Loan must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower Allied Systems (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower Allied Systems to the Agents (or either of them)Administrative Agent). Each Borrower Allied Systems hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of Allied Systems until the Borrowers until such Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower ---------------- shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C E hereto (a “"Notice of Borrowing”)"), not ------------------- later than 12:00 noon (New York City time) on the date which is 5 five (5) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) any Subagent is willing to accommodate from time to time), but in no event provided, that, the Notice of Borrowing for the Term Loan A may be given -------- ---- to the Agent not later than 12:00 noon (New York City time) on the borrowing date of the proposed such Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iviii) the proposed borrowing date, which must be a Business Day, andprovided, that, with respect to the initial Term LoanLoan A, the proposed borrowing date -------- ---- must be the Effective Date and with respect to the Term Loan B, the proposed borrowing date must be the Term Loan B Effective Date, and (viv) the wire instructions of the Administrative Borrower's account whether such Loan is a Term Loan or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Revolving Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable The Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Agent). Each Borrower The Borrowers hereby waives waive the right to dispute any the Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Agent receives written notice to the contrary. The Agents Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Commitments.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not ) (which notice shall be irrevocable) no later than 12:00 noon 11:00 A.M. (New York City time) on the third Business Day before the requested date which is 5 Business Days prior to for the date making of the proposed Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan (or such shorter period as and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (with respect to the Term Loansb) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event Not later than 12:00 noon 11:00 A.M. (New York City time) on the borrowing requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the proposed Loan)Administrative Agent, the Loan(s) to be made by such Lender on such date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect Any Lender’s failure to the Amendment No. 9 Term make any Loan to be made by it on the Amendment No. 9 Effective Date, requested date therefor shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or not relieve any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of obligation to make any Loan to be made by such Loan. Each other Lender on such date, but such other Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account not be liable for such failure. (in the case of Revolving Loansc) or Unless the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date of on which the proposed Loan. Upon receipt of all requested funds, the applicable Agent Loans are to be disbursed that such Lender will not make the proceeds of such Loan available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the day principal amount of the proposed Loan Loan(s) to be made by causing such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amountamount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to be deposited in an account designated by the Administrative Borrower in Agent (the applicable “Pay Proceeds Letter”) along with the Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing.Section 1.03

Making the Loans. (af) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 3 Business Days (or, in the case of the Initial Term Loans 10:00 a.m. (New York City time) on the date which is 1 Business Day) prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. ii) (ai) The Administrative Borrower shall give the Administrative Agent (with respect to and the Collateral Agent, in the case of the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative AgentLoan A) prior written notice (in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon 1:00 P.M. (New York City time) on the date which is 5 is, in the case of LIBOR Rate Loans, three (3) Business Days prior to the date of and, in the case of Reference Rate Loans, the date of, the proposed Revolving Loans or the Term Loan A (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 P.M. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (iiB) whether the such Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR LIBOR Rate Loan, (C) whether such Loan is requested to be a Revolving Loan or the initial Interest Period with respect theretoTerm Loan A, (iiiD) the use of the proceeds of such proposed Loan, and (ivE) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term LoanLoan A, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, and must be (x) with respect to the initial Term LoanLoan A, must be the Effective Date, and (vy) with respect to Term Loan B, the wire instructions of Term Loan B Funding Date, (iii) whether the Administrative Borrower's account or any other designated account(s) to which funds are proposed Loan is to be disbursed. Promptly following receipt of a Notice of BorrowingReference Rate Loan or a LIBOR Rate Loan, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account and (iv) in the case of Revolving Loans) or a LIBOR Rate Loan, the Administrative Agent’s Account (in initial Interest Period to be applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingone month’s duration. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to timeaccommodate, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and must be on or after the Effective Date and, with respect to the initial Revolving Loans, before the Final Maturity Date and, with respect to the Term LoanLoans, must be on the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof of the Borrower designated in writing writing, purportedly from the Administrative Borrower Borrower, to the Agents (or either of them))Administrative Agent as being authorized to give such notice. Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any such designated Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 10 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time); provided, but in no event later than 12:00 noon (New York City time) that any Notice of Borrowing with respect to Loans to be made on the borrowing date of Effective Date shall be required to be delivered by 5:00 p.m. on the proposed Loan)Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iii) which shall be a period contemplated by the use definition of the proceeds of such proposed Loanterm “Interest Period”, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial any Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, and (v) then the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to requested Loan shall be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Reference Rate Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the The Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative A Borrower shall give the ---------------- Administrative Agent prior telephone notice (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to which notice, if requested by the Administrative Agent) prior written notice (, must be promptly confirmed in writing in substantially the form of Exhibit C I hereto (a “"Notice of Borrowing”")), ) (i) not later than 12:00 noon (New York City time) on the date which is 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon 11:00 a.m. (New York City time) on the date of the proposed borrowing, in the case of a borrowing consisting of Base Rate Loans, or (ii) not later than 12:00 noon (New York City time) three Business Days prior to such proposed borrowing in the case of a borrowing consisting of Eurodollar Loans, provided that Eurodollar Loans will only be made on the first Business Day of a month. Such Notice of Borrowing shall be irrevocable and shall specify the Borrower that is requesting such Loan. Upon receipt of all requested funds, the applicable Agent will make principal amount of the proposed borrowing (which, in the case of a Eurodollar Loan, must be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested to be a Base Rate Loan or a Eurodollar Loan and, in the case of a Eurodollar Loan, the Initial Interest Period for such Eurodollar Loan, if requested by the Administrative Agent, the use of the proceeds of such Loan available proposed Loan, and the proposed borrowing date, which must be a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and such Borrower shall be bound to make a borrowing in accordance therewith. At no time shall the principal amount of Loans that are Eurodollar Loans exceed $40,000,000 in the aggregate for the Borrowers. Notwithstanding anything to the Administrative Borrower on contrary contained herein, prior to the day of the proposed Loan by causing an amountSyndication Date, in immediately available funds to all Loans shall be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingincurred and maintained as Base Rate Loans. The Agents and the Lenders Administrative Agent may act without liability upon the basis of written written, telecopy or telephone notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative a Borrower (or from any Authorized Officer officer thereof designated in writing purportedly from to the Administrative Borrower to the Agents (or either of themAgent)). Each , and each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any telephonic Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 (i) 3 Business Days prior to the date of the proposed LIBOR Rate Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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 LIBOR Rate Loan)) or (ii) the date of the proposed Reference Rate Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is 5 five (5) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but provided that such Notice of Borrowing shall not be received by the Administrative Agent (i) in no event the case of a borrowing consisting of Reference Rate Loans, later than 12:00 noon (New York City time) on the borrowing date of the proposed LoanLoan and (ii) in the case of a borrowing consisting of LIBOR Loans, later than 12:00 noon (New York City time) on the date that is three Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan (which, in the case of a LIBOR Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall must be in the a minimum amount of $15,000,0001,000,000 and in integral multiples of $500,000 in excess thereof), (iiB) whether the such Loan is requested to be a Reference Rate Loan or a SOFR LIBOR Loan and, in the case of a SOFR LIBOR Loan, the initial Interest Period with respect thereto, (iiiC) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, and (D) the use of the proceeds of such proposed Loan, provided that the proceeds must be initially transferred to Reddy Ice or another Subsidiary Guarantor, (ivE) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing, in the absence of manifest error. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in no event the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is two (2) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to in the Amendment No. 9 case of the Term Loan to be made A, shall fully utilize the Total Term Loan A Commitment on the Amendment No. 9 Effective Date, shall be and in the amount case of $15,000,000the Term Loan B, shall fully utilize the Total Term Loan B Commitment on the Effective Date, (ii) whether the such Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, and with respect to the initial Term LoanLoan A and the Term Loan B, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of whether the Loan available to the applicable Agentis a Revolving Loan, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) Term Loan A or the Term Loan B. The Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer Officer, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Administrative Borrower to the Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C F hereto (a “Notice of Borrowing”"NOTICE OF BORROWING")), not later than 12:00 noon (New York City time) on the date which is 5 five (5) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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 which is one (1) Business Day prior to the date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Reference Rate Revolving Loan or a SOFR Loan and, in the case of a SOFR Term Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which which, respect to the Revolving Loans, must be a Business Day which is also a London Business Day, and, and with respect to the initial Term LoanLoans, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or if requested by the Administrative Agent’s Account (in , a Borrowing Base Certificate current as of the case close of Term Loans) no later than 12:00 noon (New York City time) business on the date immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingderivation thereof. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan, the amount of $15,000,000Tranche A Term Loan or the Tranche B Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Tranche A Term Loan and the Tranche B Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “Notice of Borrowing”)), (i) in the case of a LIBOR Rate Loan, not later than 12:00 noon (New York City time) on the date which that is 5 3 Business Days prior to the date of the proposed Loan (or such shorter 41 period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, to accommodate from time to time), but or (ii) in no event the case of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed LoanLoan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (ivB) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, (C) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (vD) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or a LIBOR Rate Loan, the Administrative Agent’s Account (in initial Interest Period to be applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingone month’s duration. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”"NOTICE OF BORROWING")), not later than 12:00 noon 2:00 P.M. (New York City time) on the date which is 5 two (2) Business Days prior to the date of the proposed Loan Effective Date (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to timeaccommodate, but in no event later than 12:00 noon 2:00 P.M. (New York City time) on the borrowing date of the proposed LoanEffective Date). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iviii) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Agent). Each Borrower hereby waives the right to dispute any the Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Agent receives written notice to the contrary. The Agents Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. The Agent will make the proceeds of such Loans available to the Borrowers on the Effective Date by causing an amount, in immediately available funds, to be deposited in an account designated by the Administrative Borrower to the Agent at a commercial bank reasonably satisfactory to the Agent, and/or disbursed to such other Persons as the Administrative Borrower shall so direct the Agent in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000(ii) Borrower’s wiring instructions, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a SOFR LIBORSOFR Rate Loan and, in the case of a SOFR LIBORSOFR Rate Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.. -51- 939843v.13

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice of each requested Loan (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (immediately confirmed in writing, 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 5 (i) two (2) Business Days prior to the date of the Term Loan, (ii) five (5) Business Days prior to the date of each requested Revolving Loan and (iii) fifteen (15) Business Days prior to the date of each proposed Delayed Draw Term Loan (or or, for any of the above, such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a 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 (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof expressly designated in writing purportedly from the Administrative Borrower to the Agents (or either Administrative Agent for purposes of them)delivering Notices of Borrowing). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Funding Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is 5 two (2) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Funding Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iii) whether such Loan is a Revolving A Loan, a Revolving B Loan or a Revolving C Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Funding Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Funding 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 Agents (or either of them)Funding Agent). Each The Borrower hereby waives the right to dispute any the Funding Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Funding Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Funding Agent receives written notice to the contrary. The Agents Funding Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is, in the case of a Revolving Loan that is 5 a LIBOR Rate Loan or a Delayed Draw Term Loan, 3 Business Days Days, and in the case of a Revolving Loan that is a Reference Rate Loan, 1 Business Day, prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event DOCID - 27822767.5 - 52 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to proposed borrowing date, which, in the case of the Initial Loan, must be a Reference Rate Loan or a SOFR Loan the Effective Date and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Additional Loan, must be the First Amendment Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C A hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon (New York City time) on the date which is 5 three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Revolving Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR the Loans to be made on the Final Facility Effective Date and the Finova Loan Take-out Date, the principal amount of the proposed Term Loan, the initial Interest Period with respect thereto, (iiiii) the use of the proceeds of such proposed Revolving Loan (if made within 60 days prior to June 30, 2002 or if otherwise requested by the Agent), and, in the case of the Loans to be made on the Final Facility Effective Date and the Finova Loan Take-out Date, the use of the proceeds of such proposed Term Loan, and (iviii) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Agent). Each Borrower The Borrowers hereby waives waive the right to dispute any the Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Term Loan or a Revolving Loan on behalf of the Borrowers until such the Agent receives written notice to the contrary. The Agents Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.03, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments.

Making the Loans. (a) The Administrative Borrower ---------------- shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on ------------------- the date which is 5 five (5) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan, it being understood that so long as Foothill acts as the Administrative Agent and the amount of the proposed Loan does not exceed $10,000,000, Foothill, acting as the Administrative Agent, may make such proposed Loan on the Business Day of the borrowing request). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loanthe Revolving B Loans and the Revolving C Loans, shall fully utilize the initial Interest Period with respect theretoTotal Revolving B Credit Commitment and the Total Revolving C Credit Commitment on the Effective Date, (iiiii) the use of the proceeds of such proposed Loan, (iviii) the proposed borrowing date, which must be a Business Day, and, with respect to and (iv) whether the initial Term Loan is a Revolving A Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account Revolving B Loan or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of Revolving C Loan or a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingcombination thereof. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000(ii) Borrower’s wiring instructions, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a3) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon 1:00 p.m. (New York City time) on the date which is 5 10 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) it being understood and agreed that with respect to the Term Loan to be funded on the borrowing date Effective Date, the Borrower shall be permitted to deliver, and the Administrative Agent shall accept, a Notice of Borrowing dated one (1) Business Day prior to the proposed Loan)Effective Date. Such Notice of Borrowing shall be irrevocable (except with respect to the initial Notice of Borrowing, which may be conditioned on closing this Agreement) and shall specify (i) the principal amount and type of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, and (v) then the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to requested Loan shall be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Each Lender Loan shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, be made in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingDollars. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, facsimile or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on the authority of any Authorized Officer's authority Officer of the Borrower to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 3 Business Days (or, in the case of any Delayed Draw Term Loan, 10 Business Days) prior to the date of the proposed Loan (or such shorter period as the Origination Agent and the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is are 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) the Amendment No. 9 Term Loan to be made on use of the Amendment No. 9 Effective Date, shall be in the amount proceeds of $15,000,000such proposed Loan, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a SOFR LIBOR Rate Loan and, and in the case of a SOFR LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Effective Date Term Loan, must be the Effective Date, and (v) the wire instructions of for the Administrative Borrower's account or any other designated account(s) accounts to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to should be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingtransferred. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Upon its receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender shall make the amount of its applicable Term Loan Commitment available to the Administrative Agent in immediately available funds no later than 1:00 p.m. (New York City time) on the date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall promptly transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City timei) on in the date which is 5 Business Days prior to the date case of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term a borrowing consisting of ABR Loans) or the Revolving Agent (with respect to the Revolving Loans) 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)ABR Loan and (ii) in the case of a borrowing consisting of Eurodollar Loans, 12:00 noon (New York City time) on the date that is three Business Days prior to the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Reference Rate an ABR Loan or a SOFR Eurodollar Loan and, in the case of a SOFR Eurodollar Loan, the initial Interest Period with respect thereto, and (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of BorrowingBorrowing absent manifest error. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding the foregoing, so long as any Disbursement Account is subject to a Control Agreement, the Administrative Agent may, subject to the conditions of this agreement (but without any further written notice required), make available to the Borrowers by a credit to an account of the Borrowers maintained with the Administrative Agent, the proceeds of ABR Loans to the extent necessary to pay items to be drawn on such Disbursement Account that day after giving effect to all Available Funds to be deposited to the Administrative Agent's Account on that day.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed LoanLoan (which may be for general working capital purposes), and (iviii) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary, provided that the Administrative Agent and each Lender shall be entitled to rely conclusively on such authority before the date of receipt of such notice. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in no event the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C 2.04(a) hereto (a “Notice of Request for Borrowing”)), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is 5 one (1) Business Days Day prior to the date proposed Funding Date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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 each proposed Loan). Such Notice of Request for Borrowing shall be irrevocable and shall specify (i) specify the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) specify the proposed borrowing dateFunding Date, which must be a Business Day; (iii) be accompanied by a Borrowing Base Certificate, andwhich shall include the amount of each of Eligible Corporate Advances, with respect to Eligible Escrow Advances, Eligible MBS Advances or the initial Term Loan, must be the Effective Date, Market Value of Eligible Pledged Servicing Receivables; and (viv) a verification by the wire instructions Advance Verification Agent of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt amount of a Notice each of BorrowingEligible Corporate Advances, the applicable Agent shall notify each Lender of its pro rata share of Eligible Escrow Advances, Eligible MBS Advances set forth in such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingBorrowing Base Certificate. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied, e-mail or telephonic notice reasonably believed by the Agents (or either of them) in good faith Administrative Agent to be from the Administrative Borrower (or from any Authorized Responsible Officer thereof designated in writing purportedly from the Administrative Borrower to the Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Responsible Officer's ’s authority to request a Loan on behalf of the Borrowers until Borrower. Notice of receipt of each Request for Borrowing, together with the amount of each Lender’s Pro Rata Share thereof, shall be provided by the Administrative Agent to each Lender by email with reasonable promptness, but (provided the Administrative Agent shall have received such Agent receives written notice by 1:00 p.m. (New York City time)) on the same Business Day as the Administrative Agent’s receipt of such Request for Borrowing from the Borrower. Each Lender shall make the amount of its Loan available to the contrary. The Agents and Administrative Agent not later than 1:00 p.m. (New York City time) on each proposed Funding Date by wire transfer of same day funds in dollars, to the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of BorrowingAdministrative Agent’s Account.

Making the Loans. (a) The Administrative Borrower Borrowing Agent shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 noon (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, 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), it being understood and agreed that with respect to the Term Loan to be funded on the Effective Date, the Borrowing Agent shall be permitted to deliver, and the Administrative Agent shall accept, a Notice of Borrowing dated one (1) Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, Loan and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term LoanLoans, must be the Effective Date. If no election as to the type of Loan is specified, and (v) then the wire instructions of requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Borrowing Agent shall notify each Lender be deemed to have selected an Interest Period of its pro rata share of such Loanone month's duration. Each Lender Loan shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, be made in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingDollars. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower Borrowing Agent (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower Borrowing Agent to the Agents (or either of them)Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on the authority of any Authorized Officer's authority Officer of the Borrowing Agent to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy written notice to the Administrative Agent) prior written notice (, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon (A) 1:00 p.m. (New York City time) on the date which is 5 1 Business Days Day prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan), which notice (in the case of the Terms Loans to be made on the Effective Date) may be conditioned on the occurrence of the Effective Date. Such Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, and with respect to the initial Term Loan, Loan must be the Effective Date, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingwire instructions. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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 LoanLoan (or such shorter period as the Origination Agent and the Administrative Agent are willing to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) the Amendment No. 9 Term Loan to be made on use of the Amendment No. 9 Effective Date, shall be in the amount proceeds of $15,000,000such proposed Loan, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a SOFR LIBOR Rate Loan and, and in the case of a SOFR LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of for the Administrative Borrower's account or any other designated account(s) accounts to which the proposed Loan funds are to should be disbursedtransferred. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available The LIBOR Rate for any LIBOR Rate Loans requested less than three (3) Business Days prior to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan. Upon receipt Loan shall be calculated as of all requested funds, the applicable Agent will make the proceeds of such Loan available date that is two (2) Business Days prior to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingborrowing date. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Upon its receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender shall make the amount of its applicable Revolving Loan Commitment available to the Administrative Agent in immediately available funds no later than 1:00 p.m. (New York City time) on the date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall promptly transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing.written

Making the Loans. (a) The An Authorized Officer on behalf of the Administrative Borrower Borrower, as applicable, shall (I) give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than (i) 12:00 noon (New York City time) on the date which is 5 three (3) applicable Business Days prior to the date of the a proposed LIBOR Rate Loan or (or such shorter period as the Administrative Agent (with respect to the Term Loansii) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the date of a proposed Reference Rate Loan on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoanLoan (which shall be denominated in Dollars), which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a SOFR LIBOR Rate Loan and, in the case of a SOFR any such LIBOR Rate Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, (ivv) the proposed borrowing date, which must be a an applicable Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof of Administrative Borrower designated in writing purportedly from to the Administrative Borrower to the Agents (or either of them))Agent. Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 (New York City time) on the date which is 5 (i) in the case of the Term Loan, three (3) Business Days prior to the Effective Date, (ii) three (3) Business Days prior to the date of the proposed Revolving Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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), or (iii) in the case of any 2023 Incremental Revolving Loan, in accordance with Section 5.03(c)(iii). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, whichand, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Dateany 2023 Incremental Revolving Loan, shall be in the amount of $15,000,0003,000,000, (ii) whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, (ivv) Borrower’s account wiring instructions (which, in the case of the 2023 Incremental Revolving Loan, shall be the Blocked Account wiring instructions), and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to if requested by the Administrative Agent) prior written notice (, immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “Notice of Borrowing”)), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is 5 five (5) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, in no event the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon 2:00 p.m. (New York City time) on the borrowing a date of that is three (3) Business Days prior to the proposed Loanborrowing). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (iiB) whether the such Loan is requested to be a 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 theretothereto (which Interest Period may not end after the Final Maturity Date), (iiiC) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan, Term Loan A or Term Loan B, (D) if required by the Administrative Agent, the use of the proceeds of such proposed Loan, Loan and (ivE) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, Loan A and Term Loan B must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer Person thereof designated in writing purportedly from the Administrative Borrower to the Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's Person’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 (New York City time) on the date which is 5 (i) in the case of the Term Loan, three (3) Business Days prior to the Effective Date and (ii) three (3) Business Days prior to the date of the proposed Revolving Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term (ii) whether such Loan is requested to be made on a Revolving Loan or the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, (ivv) Borrower’s account wiring instructions, and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing.of

Making the Loans. (a) The Administrative Borrower Each Loan shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 3:00 p.m. (New York City time) on the date which is 5 third Business Days Day prior to the requested date of the proposed Loan (or such shorter period as in the Administrative Agent (with respect to the Term case of a Borrowing consisting of Eurodollar Rate Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event given not later than 12:00 noon 11:00 a.m. (New York City time) on the borrowing date requested Business Day of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify Loan (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR LoanBorrowing consisting of Base Rate Loans), by the initial Interest Period with respect theretoBorrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by fax (or transmission by other electronic communication); provided that, so long as the Borrower has executed and delivered an indemnity letter in form and substance reasonably satisfactory to the Administrative Agent, notice for a Borrowing of Eurodollar Rate Loans on the Closing Date or on any Incremental Commitment Effective Date may be given not later than 11:00 a.m. (New York City time) on the Closing Date or on such Incremental Commitment Effective Date, as the case may be. Each such notice of Borrowing (a “Notice of Borrowing”) shall be by fax (or transmission by other electronic communication), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) the use of the proceeds aggregate amount of such proposed LoanBorrowing, and (iv) in the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt case of a Notice Borrowing consisting of BorrowingEurodollar Rate Loans, the applicable Agent shall notify initial Interest Period for each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agentshall, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon before 1:00 p.m. (New York City time) on the date of such Borrowing, make available for the proposed Loanaccount of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s ratable portion of such Borrowing. Upon After the Administrative Agent’s receipt of all requested fundssuch funds and upon fulfillment of the applicable conditions set forth in Section 3.01, the applicable Administrative Agent will make the proceeds of such Loan funds available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by at the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) 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 Agents (or either of them)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing’s aforesaid address.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) Agents prior written notice (in substantially the form of Exhibit C A hereto (a “"Notice of Borrowing”)), ") not later than 12:00 noon (x) in the case of a borrowing consisting of a Reference Rate Loan, 11:00 a.m. (New York City time) on the date which of the proposed borrowing, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, 11:00 a.m. (New York City time) on a date that is 5 three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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)borrowing. Such Notice of Borrowing shall be irrevocable and shall (i) specify (iA) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall must be in the a minimum amount of $15,000,0001,000,000 and in integral multiples of $100,000 in excess thereof), (iiB) whether the such Loan is requested to be a 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, (iiiC) in the case of Loans requested on the Final Facility Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (D) the use of the proceeds of such proposed Loan, and (ivE) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Final Facility Effective Date, and (vii) the wire instructions include a certification by an Authorized Officer of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, Borrower that the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case aggregate principal amount of Revolving Loans) or the Administrative Agent’s Account (in the case Loans and Letter of Term Loans) no later than 12:00 noon (New York City time) Credit Obligations outstanding on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available (after giving effect to the Administrative Borrower on proposed borrowing) shall not exceed the day maximum aggregate principal amount of the proposed Loan by causing an amount, in immediately available funds Revolving Loans and Letter of Credit Obligations projected to be deposited in an account designated by outstanding during the Administrative Borrower then current Budget Period as set forth in the applicable Notice of BorrowingLong-Term Budget (subject to the Permitted Deviation therefrom). The Agents and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) 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 Agents (or either of themAgents)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on (xx) any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives the Agents receive written notice to the contrarycontrary and (yy) any Authorized Officer's certification with respect to the matters set forth in clause (ii) above. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Revolving Loans made prior to the Final Facility Effective Date and all Revolving Loans and the Term Loan made on the Final Facility Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans may be converted into LIBOR Rate Loans in accordance with the terms of Section 2.09.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C H hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon (New York City time) on the date which is 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 case of Loans requested on the Effective Date and on the Term Loan to be made on the Amendment No. 9 C Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Reference Rate Revolving Loan or a SOFR Loan and, in the case of a SOFR Term Loan, the initial Interest Period with respect thereto, (iii) if requested by the Administrative Agent, the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, 29 37 and, with respect to the initial Term LoanLoan A and the Term Loan B, must be the Effective Date and with respect to the Term Loan C, must be the Term Loan C Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or , a Borrowing Base Certificate current as of the Administrative Agent’s Account (in the case close of Term Loans) no later than 12:00 noon (New York City time) business on the date immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingderivation thereof. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (Administrative Agent) in the absence of gross negligence or either willful misconduct on the part of them))the Administrative Agent as determined by a final judgment of a court of competent jurisdiction. Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments and Term Loan C Commitments, as the case may be.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which(ii) in the case of Loans requested on the Funding Date, with respect to the Amendment No. 9 Term whether such Loan is requested to be made on a Revolving Loan or the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Funding Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date. If any Lender elects, in its sole and (v) the wire instructions of absolute discretion, to extend such requested Loan, the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act act, without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. The proceeds of all Revolving Loans shall be disbursed by the Administrative Agent into the Disbursement Account.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) Lender prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C E hereto (a “Notice of Borrowing”)), not later than 12:00 noon 11:00 a.m. (New York City time) on the date which is 5 five Business Days prior to the date of the proposed Loan (or Loan, provided that, during the six week period from and after the Effective Date, such shorter period as the Administrative Agent (with respect Notice of Borrowing may be delivered to the Term Loans) or the Revolving Agent (with respect Lender four Business Days prior to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the such Loan is requested to be a Reference Rate Revolving Loan or a SOFR Loan and, in the case of a SOFR Term Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, Loan and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Any Notice of BorrowingBorrowing for any Loan after the Effective Date, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available which will be used to the Administrative Borrower on the day finance a Permitted Acquisition, shall include copies of the proposed Loan by causing an amountagreements, instruments and other documents specified in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingSection 6.02(e)(vi)(B). The Agents and the Lenders Lender may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Lender in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower Borrowers to the Agents (or either of them)Lender). Each Borrower hereby waives the right to dispute any Agent's the Lender’s record of the terms of any such telephonic Notice of Borrowing. Each Agent and each Lender Notice of Borrowing shall be entitled irrevocable and binding on the Borrowers. Each Revolving Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $50,000. The Lender will make the proceeds of such Loan available to rely conclusively the Borrowers on any Authorized Officer's authority to request a Loan on behalf the day of the Borrowers until such Agent receives written notice proposed Loan by causing an amount, in immediately available funds, to be deposited in an account designated by the Administrative Borrower to the contrary. The Agents and Lender at a commercial bank reasonably satisfactory to the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of BorrowingLender.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 1 U.S. Government Securities Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall be in that such Loan is the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a Term SOFR Loan and, in the case of a Term SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) 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 (vvi) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingwiring instructions. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon 12:30 p.m. (New York City time) on the date which is 5 3 Business Days (or 1 Business Day in the case of a Reference Rate Loan) prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial each Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or a LIBOR Rate Loan, the Administrative Agent’s Account (in initial Interest Period to be applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt of all If no Interest Period is specified with respect to any requested fundsLIBOR Rate Loan, the applicable Agent will make the proceeds of such Loan available to then the Administrative Borrower on the day shall be deemed to have selected an Interest Period of the proposed one month’s duration. Each Loan by causing an amount, shall be made in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingDollars. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Administrative Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing willing, in its sole discretion, 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (viv) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or a LIBOR Rate Loan, the Administrative Agent’s Account (in initial Interest Period to be applicable thereto, which shall be a period contemplated by the case of Term Loans) no later than 12:00 noon (New York City time) on the date definition of the proposed term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingone month’s duration. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give notice to the Administrative Agent which may be given by (with respect to the Term Loansx) telephone or the Revolving Agent (with respect to the Revolving Loansy) (with a copy to the Administrative Agent) prior written notice (in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)) (provided, that, any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing), not later than 12:00 noon (A) 1:00 p.m. (New York City time) on the date which is 5 3 Business Days prior to the date of the proposed Loan, if made as a LIBOR Rate Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan)) or (B) 1:00 p.m. on the date of the proposed Loan, if made as a Reference Rate Loan. Such Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall whether such Loan is requested to be in a Revolving Loan or the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a 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, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan (other than any Incremental Term Loan), must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is 5 1 U.S. Government Securities Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall be in that such Loan is the amount of $15,000,000Term Loan, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a Term SOFR Loan and, in the case of a Term SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, and (ivv) 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 (vvi) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowingwiring instructions. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (immediately confirmed in writing, 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 5 3 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a 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 (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term LoanLoan hereunder, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent the Borrowing Notice (with respect to the Term Loanswhich shall be confirmed by telephone) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon 9:00 a.m. (New York City time) on the date which is 5 seven Business Days prior to the date of the proposed Loan (Borrowing Date or such shorter period as the Borrower and the Administrative Agent (with respect may agree, and the Administrative Agent shall promptly deliver such Borrowing Notice to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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)each Lender. Such Borrowing Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoanBorrowing, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing dateBorrowing Date, which must be a Business Day, and, with respect to Day and the initial Term Loan, must be Interest Period as of the Effective Borrowing Date, and the Borrower shall be bound to make a borrowing in accordance therewith. The maturity date for the Loan (vthe “Maturity Date”) shall be three months from the wire instructions Borrowing Date; provided, however, that the Maturity Date may be extended at the request of the Administrative Borrower's account or any other designated account(sBorrower every three months beginning on the Maturity Date of the initial term, by delivering a written request (which shall be confirmed by telephone) to which funds are the Administrative Agent to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of renew the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no not later than 12:00 noon 9:00 a.m. (New York City time) on seven Business Days prior to the date Maturity Date of the proposed Loan. Upon receipt of all requested fundsLoan (the “Renewal Notice”); provided, further, that in no event shall the Maturity Date be extended to a date later than 334 days following the Borrowing Date (such date, the applicable Agent will make “Final Maturity Date”). The Renewal Notice shall be irrevocable and shall specify the proceeds of such Loan available to the Administrative Borrower on the day requested Interest Period as of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of BorrowingRenewal Date. The Agents and the Lenders Administrative Agent may act without liability upon the basis of written or telecopied notice believed by the Agents (or either of them) Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer officer thereof designated in writing purportedly from the Administrative Borrower to the Agents (or either of themAdministrative Agent)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the contrary. The Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to 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 5 3 Business Days (or, in the case of the Initial Term Loans 10:00 a.m. (New York City time) on the date which is 1 Business Day) prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to (ii) in the Amendment No. 9 Term Loan to be made case of Loans requested on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) 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 Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's ’s record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C 2.02(a) hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) 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). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, and (ii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Agents (or either of them) Administrative Agent in good faith to be from any Authorized Officer of the Administrative Borrower (or from any Authorized Officer other authorized officer thereof designated in writing purportedly from the Administrative Borrower to the Agents (or either of them)Administrative Agent). Each The Borrower hereby waives the right to dispute any the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. Each The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers Borrower until such the Administrative Agent receives written notice to the contrary. The Agents Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.