The Delayed Draw Term A Loans may be borrowed in up to five (5) borrowings commencing on the Closing Date until the date that is the earlier of # April 22, 2023 and # the date on which the Delayed Draw Term Loan A Commitments are reduced to zero (the “Delayed Draw Term Loan A Commitment Expiration Date”) and each Borrowing in respect thereof shall comprise an aggregate principal amount that is not less than $1,000,000.

. Subject to the terms and conditions set forth herein, each Delayed Draw Term Loan ​ severally agrees to make a single term loan (each such loan, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”) to the ​ and/or the Co-​ identified by ​ in the applicable Loan Notice from time to time in an amount not to exceed such ​’s Delayed Draw Term Loan Commitment on any Business Day during the Availability Period. The Delayed Draw Term Loans are not revolving, and any amount repaid or prepaid may not be reborrowed. The Delayed Draw Term Loan may be Term SOFR Rate Loans, Daily SOFR Rate Loans, or Base Rate Loans, as further provided herein.

Fronted Delayed Draw Term Loans. Notwithstanding anything herein to the contrary, assignments pursuant to and in accordance with Section 2.06(b) shall be permitted and shall not be subject to any of the restrictions set forth in this [Section 11.07].

Revolving Loans / Delayed Draw-Down Term Loans. The interest rate applicable to Revolving Loans and Delayed Draw-Down Term Loans is subject to change from time to time based on changes in an independent index which is the London Interbank Offered Rate (commonly known as “LIBOR”) for U.S. Dollar Deposits published by the Wall Street Journal as the “One # Month LIBOR Rate” (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this Agreement, Lender may, in its reasonable discretion and in a manner consistent with market practice, designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each first (1st) day of every month during the term of this Agreement. The interest rate will be adjusted and determined without notice to Borrower using the Index as of the date that is two (2) London Banking Days prior to each interest rate change date. “London Banking Day” means any day, other than a Saturday or Sunday, on which commercial banking institutions in London, England, are generally open for business. At Lender’s option, the Index and/or the interest rate may be rounded upwards to the next higher one one-hundredth of one percent (0.01%). If at any time the Index is less than zero, then it shall be deemed to be zero for the purpose of calculating the interest rate on Revolving Loans and the Delayed Draw-Down Term Loans. Interest will accrue on the unpaid principal balance of any Revolving Loan or Delayed Draw-Down Term Loan from the date of each Borrowing thereunder (i.e., a “Revolving Loan Effective Date” or a “Delayed Draw-Down Term Loan Effective Date”) and will be calculated as described in Section 12.07(b) using a rate of two and one-quarter of one percent percentage points (2.25%) over the Index.

Delayed Draw Term Loan. The undersigned Borrower on behalf of all Borrower hereby requests a Delayed Draw Term Loan under §2.8 of the Credit Agreement:

“Delayed Draw Term Loans” means collectively the Delayed Draw Term A Loans and the Delayed Draw Term B Loans.

Accrued interest on the principal amount outstanding under each Delayed Draw-Down Term Loan will be payable on the first (1st) day of the first full month following each respective Delayed Draw-Down Term Loan Effective Date, and on the first (1st) day of each succeeding month thereafter through and including the first January first (1st) following the date of Borrowing applicable to a Delayed Draw-Down Term Loan.

“Required [[Organization B:Organization]]” shall mean, at any date of determination, [[Organization B:Organization]] (other than Defaulting [[Organization B:Organization]]) having Loans and unused Revolving Commitments, outstanding Initial Term Loans and Initial Term Loan Commitments and outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments representing more than 50% of the sum of all Loans outstanding and unused Revolving Commitments, outstanding Initial Term Loans and Initial Term Loan Commitments, outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments at such time; provided that, if there are two (2) or more unaffiliated [[Organization B:Organization]], “Required [[Organization B:Organization]]” shall also be required to include two (2) such unaffiliated [[Organization B:Organization]].

(c) Delayed Draw Term B Loans. Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, each Delayed Draw Term Loan B Lender agrees, severally and not jointly, to make Delayed Draw Term B Loans to the Borrower, at any time and from time to time on or after the Closing Second Amendment Effective Date until the Delayed Draw Term Loan B Commitment Expiration Date.

The Borrower agrees to pay to the Administrative Agent for the account of each Delayed Draw Term Loan A Lender of any class (other than any Defaulting Lender) a commitment fee (the “Delayed Draw Term Loan A Ticking Fee”), which shall accrue at a rate per annum equal to the Delayed Draw Term Loan A Commitment Fee Rate applicable to the Delayed Draw Term Loan A Commitments of such Class on the actual amount of the unused Delayed Draw Term Loan A Commitments of such Class of such Delayed Draw Term Loan A Lender calculated based upon the actual number of days elapsed over a 360-day year for the period from and including the Closing Date to the date on which such Lender’s Delayed Draw Term Loan A Commitment of such Class terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December for the quarterly period then ended and on the Delayed Draw Term Loan A Commitment Expiration Date. The Delayed Draw Term Loan A Ticking Fee shall be distributed to the applicable Delayed Draw Term Loan A [[Organization B:Organization]] pro rata in accordance with the amount of each such Delayed Draw Term Loan A Lender’s Delayed Draw Term Loan A Commitment.