Existing Loans. The parties hereto hereby acknowledge that Loans (under and as defined in the Existing Credit Agreement (collectively, the “Existing Loans”)) are outstanding as of the Closing Date. For the avoidance of doubt, the parties hereto agree that concurrently with the satisfaction of the requirements of Section 5.1 on the Closing Date, the Existing Loans shall irrevocably be deemed to be Loans issued hereunder and shall be reallocated so that after giving effect thereto the applicable Lenders party hereto share ratably in the applicable Revolving Extensions of Credit of all Lenders at such time. For the avoidance of doubt, # if and to the extent the Parent Borrower pays on the Closing Date interest, fees or other amounts accrued on the Existing Loans through the Closing Date (collectively, the “Prepaid Interest”), no further amounts shall become due and payable with respect to the Prepaid Interest following the Closing Date (including, for the avoidance of doubt, on the Interest Payment Date immediately following the Closing Date) and # no Borrower shall be liable for any amounts under [Section 2.19] as a result of such reallocation.

Treatment of Existing Loans. No later than ten (10) days after the Effective Date, Buyer shall deliver to Seller Representative a description of Buyer’s intended treatment of the Existing Loans, specifying for each such Existing Loan whether Buyer intends to prepay, defease and/or assume such Existing Loan in connection with the Closing. To the extent requested by Buyer prior to the end of such ten (10) day period, Seller Parties shall, and shall cause the Group Companies to, use commercially reasonable efforts to facilitate, at Buyer’s sole expense, the assumption by Buyer or its Affiliates, at or prior to the Closing, of any such Existing Loans (the “Assumed Loans”). Such cooperation will include using reasonable best efforts to # make appropriate officers reasonably available for participation in a reasonable number of meetings, due diligence sessions and road shows, # provide reasonable assistance in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents and the execution and delivery of any definitive financing documents as may be reasonably requested by Buyer or its prospective lenders, in each case, solely with respect to information relating to the Group Companies, and # otherwise provide reasonable assistance as may be reasonably requested by Buyer in connection with the loan assumption. Seller Parties shall, and shall cause the Group Companies to, use commercially reasonable efforts to facilitate, at Buyer’s sole expense the payment and satisfaction, at or prior to the Closing, of all Existing Loans other than the Assumed Loans (“Closing Payoff Indebtedness”). In furtherance of the foregoing, Seller Parties shall, or shall cause the Group Companies to, use commercially reasonable efforts to obtain, no less than two Business Days prior to the Closing Date, one or more customary pay-off letters executed by the administrative agents or the lenders under any Closing Payoff Indebtedness, in each case, setting forth all amounts necessary to be paid in order to fully discharge each such Closing Payoff Indebtedness and release all Liens and other security interests related to such Existing Loan and including an agreement by such lender to execute and/or deliver Uniform Commercial Code termination statements and such other documents or endorsements necessary to release its Liens and other security interests in the assets, properties and securities of the Group Companies. (the “Pay-Off Letters”). For the avoidance of doubt, any prepayment penalties, defeasance costs and assumption fees relating to the assumption or the discharge of the Existing Loans at the Closing shall be borne by Buyer.

Existing Loans under the Existing Credit Agreement. The parties hereto acknowledge and agree that, effective as of the Closing Date, in order to accommodate and orderly effect the reallocations, adjustments, assignments, acquisitions and decreases under this Section 2.01(c), (i) all outstanding Eurodollar Rate Loans (as defined in the Existing Credit Agreement) on the date hereof are (and shall be deemed to be) converted to Base Rate Loans under, and as defined in, the Existing Credit Agreement (and the Borrower agrees to pay to each Exiting Lender and each Existing Lender such costs and expenses would have been due under Section 3.04 of the Existing Credit Agreement as a result of such conversion unless waived by such Exiting Lender or Existing Lender), and # after giving effect to [clause (i) above], all outstanding Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement on the date hereof are (and shall be deemed to be) continued as the initial Base Rate Loans (as defined in this Agreement) made under this Agreement on the Closing Date. The Existing Lenders have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to pay-off in full such Existing Lenders which will not become a Lender hereunder (each, an “Exiting Lender”). The Administrative Agent, the Lenders, the Borrower and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement) consent to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the existing Commitments (as defined in the Existing Credit Agreement) and the Existing Lenders’ partial assignments of their respective existing Commitments (pursuant to this Section 2.01). On the Closing Date and after giving effect to such reallocations, adjustments, assignments, acquisitions and decreases, the Commitment of each Lender shall be as set forth on [Schedule 1.01(b)]. With respect to such reallocations, adjustments, assignments, acquisitions and decreases, each Existing Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and each Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as an exhibit to the Existing Credit Agreement as if each such Exiting Lender and Existing Lender had executed such Assignment and Assumption Agreement with respect to such allocation, adjustment, assignment, acquisition and decrease. The Administrative Agent shall determine the appropriate adjustments and payments between and among the Lenders and shall direct the Lenders to make such adjustments and payments to the Administrative Agent, who in turn shall make such disbursements to the Lenders from such adjustments and payments, in each case to the extent necessary to account for the revised pro rata shares resulting from the initial allocation of the Lenders’ Commitments under this Agreement.

Existing Indebtedness. The Borrower and its Subsidiaries shall have # paid all accrued and unpaid interest and fees on the loans outstanding under the Existing Credit Agreement to the Closing Date, # prepaid any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the Closing Date, and # paid all accrued fees owing to the lenders under the Existing Credit Agreement to the Closing Date.

Existing Premises. Notwithstanding anything to the contrary in the Lease as hereby amended, prior to May 1, 2023, Tenant shall continue to pay Base Rent for the Existing Premises in accordance with the terms of the Lease. Commencing on May 1, 2023, and continuing throughout the Expansion Term, Tenant shall pay to Landlord monthly installments of Base Rent for the Existing Premises as follows:

Existing Premises. Tenant shall continue to pay Tenant's Share of Direct Expenses in connection with the Existing Premises in accordance with the terms of the Lease.

Existing Definitions. Terms used herein without further definition shall have the same meanings ascribed to them as in the Original Agreement.

Existing Premises. Throughout the Lease Term (as extended pursuant to the terms of this Fifth Amendment) Tenant shall continue to pay Tenant's Share of Direct Expenses in connection with the Existing Premises in accordance with the terms of the Lease.

Existing Premises. Notwithstanding anything to the contrary in the Lease as hereby amended, Tenant shall continue to pay Base Rent for the Existing Premises in accordance with the terms of the Lease.

Existing Premises. Tenant shall continue to pay Tenant's Pro Rata Share of Operating Expenses in connection with the Existing Premises in accordance with the terms of the Lease.