Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement

(New York City time) on July 21, 2022, this Payoff Letter shall automatically become null and void without any action on the part of the Existing Agent, and the Borrower shall be required to obtain a revised payoff quotation from the Existing Agent prior to making any payment in satisfaction of the Obligations

In the event that the payoff is delayed beyond the anticipated Payoff Date of July 21, 2022, additional interest shall continue to accrue on the outstanding principal balance of the Term Loan B at the rate set forth in Section 3

Any revised payoff quotation issued by the Existing Agent shall reflect such additional accrued interest and any other amounts that may become due and payable in respect of the intervening period

The Borrower acknowledges that the final wire amount may differ from the estimated amount set forth herein by a de minimis amount, and the Borrower agrees to remit any shortfall promptly upon demand by the Existing Agent (or, in the case of any overpayment, the Existing Agent shall promptly refund such overpayment to the Borrower)

To the extent any breakage costs are determined to be owing following the Payoff Date, the Borrower shall remit such amounts to the Existing Agent promptly upon demand