Effective Date: , 20​ ​.

Interest Rates. The Lender does not warrant, nor accept responsibility, nor shall the Lender have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate or the effect of any of the foregoing, or of any Conforming Changes.

Interest Rates. The Lender does not warrant, nor accept responsibility, nor shall the Lender have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “BSBY Rate”, “BSBY Daily Floating Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to such rate or the effect of any of the foregoing, or of any Conforming Changes.

Interest Periods. After giving effect to all Credit Extensions, all conversions of Portions from one Type to the other, and all continuations of Portions as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Term SOFR Portions.

Interest Rate. The unpaid principal balance of this Note will bear interest at 9.25% per annum. Interest shall commence with the date of the Note (i.e. September 29, 2023, the “Loan Date”) and shall continue on the outstanding principal amount of this Note until this Note is paid or otherwise satisfied in full. Interest accruing from July 1, 2023 through December 31, 2023 shall be paid in three equal tranches on January 31, 2024, February 29, 2024 and April 1, 2024. Interest accruing from January 1, 2024 through the Maturity Date will be payable on the first business day of each month. Interest will be computed based on a 365-day year and the actual days elapsed and will be compounded annually. If any Event of Default, as defined in Section 2, occurs, then during the continuance of the Event of Default, all principal under this Note shall bear interest on each day outstanding at the lesser of # eighteen percent (18%) per annum compounded quarterly or # the highest lawful rate in effect on such day (the “Default Rate”).

Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement within two (2) Business Days following the date when due pursuant to paragraph # of this [Section 2.05], then the provisions of [Section 2.12(d)] shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph # of this [Section 2.05] to reimburse an Issuing Bank shall be for the account of such Lender to the extent of such payment.

Default Interest. Notwithstanding the [foregoing clauses (a) through (c)], if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due (after giving effect to any grace or cure period), whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to # in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or # in the case of any other amount, 2% plus # if such other amount is denominated in Dollars, the rate applicable to ABR Loans as provided in paragraph # of this [Section 2.12], # if such other amount is denominated in a Foreign Currency (other than GBP), the rate applicable to Term Benchmark Loans as provided in paragraph # of this [Section 2.12] or # if such other amount is denominated in GBP, the rate applicable to RFR Loans as provided in paragraph # of this [Section 2.12].

If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

Effective Date: ​ ​, 20​ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

Interest Rate. Interest shall not be charged or accrue on the advances outstanding under the Credit Line.