The Closing shall take place at the offices of the Purchaser's legal counsel on the Closing Date or upon such earlier or later time and date and such place as may be agreed upon among the Parties.

“Availability Period” means the period from and including the Closing Date to the Commitment Termination Date.

“Revolving Facility Availability Period” means the period from the Closing Date until the Revolving Facility Termination Date.

“Term B Loan Availability Period” means the period # beginning on and including the day after the Closing Date and # ending on and including the date that is eighteenth # months after the Closing Date.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, if for any reason # Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Term SOFR for the applicable Interest Period on or prior to the first day of a calendar month, # the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining Loans, or # upon the commencement of a Benchmark Unavailability Period, then, in each case, Agent shall promptly give notice thereof to Borrowers. Upon notice thereof by Agent to Borrowers, until such time as a Benchmark Replacement has been determined pursuant to clause (c) below, Agent may select a replacement index rate and spread adjustment in good faith and in its commercially reasonable discretion giving due consideration to # any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or # any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities; provided that any comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice.

Circumstances Affecting Benchmark Availability. Subject to paragraph # of this Section:

Closing Fees. Evidence that any other fees due on or before the Closing Date have been paid.

The Closing. This Subscription Agreement, the Purchaser Questionnaire set forth in Exhibit A hereto, executed and completed in full, and the Purchase Price, by certified or bank check or wire transfer (please refer to Exhibit B), must be delivered by overnight mail, registered mail or by courier (with proof of delivery requested in each case) to the Company.

Closing Deliverables. If the Company accepts the undersigned’s Subscription Agreement, the Company shall deliver an originally executed share certificate representing the purchased Units in exchange for the accepted Purchase Price to the undersigned to the address provided by the undersigned on the signature page to this Subscription Agreement.

Closing Dates. The purchase and sale of the Initial Closing Purchase Securities shall take place as set in Section 3.2 (the actual date and time of such Closing is referred to herein