Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Borrower shall give the Funding Agent prior telephone notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a "NOTICE OF Borrowing"), not later than 12:00 noon (New York City time) on the date which is five (5) Business Days prior to the date of the proposed Loans (or such shorter period as the Funding Agent is willing to accommodate from time to time), provided that, in no event may the Notice of Borrowing for the Loans be given to the Funding Agent later than 12:00 noon (New York City time) on the borrowing date of such Loans. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loans, (ii) whether the Loans are requested to be Revolving Credit Loans or Term Loans, (iii) the use of the proceeds of such proposed Loans, and (iv) the proposed borrowing date, which must be a Business Day. The Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Funding Agent). The Borrower hereby waives the right to dispute the Funding Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer's authority to request a Loan on behalf of the Borrower until the Funding Agent receives written notice to the contrary. The Funding Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.

Making the Loans. (a) The Borrower shall give the Funding Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the form of Exhibit B N hereto (a "NOTICE OF Notice of Borrowing")), not later than 12:00 noon (New York City timei) 11:00 a.m. (Los Angeles Time) on the date which is five of any proposed Revolving Loan, and (5ii) 11:00 a.m. (Los Angeles time) three Business Days prior to the date of the any proposed Loans (or such shorter period as the Funding Agent is willing to accommodate from time to time), provided that, in no event may the Notice of Borrowing for the Loans be given to the Funding Agent later than 12:00 noon (New York City time) on the borrowing date of such LoansTerm Loan. Such Notice of Borrowing shall be irrevocable and shall specify include (i) the principal amount of the proposed LoansLoan, (ii) whether the Loans are such Loan is requested to be a Revolving Credit Loans Loan or a Term LoansLoan, (iii) the use of the proceeds of such proposed LoansLoan, and (iv) the proposed borrowing date, which must be a Business Day, and (v) an updated Borrowing Base Certificate which is prepared after giving effect to the proposed Loan (except for reserves, fees, or expenses maintained or charged by Administrative Agent hereunder with respect to which an Authorized Officer does not have notice or actual knowledge). The Funding Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Administrative Agent in good faith to be from the Borrower (or from any Responsible Authorized Officer thereof designated in writing purportedly from the Borrower to the Funding Administrative Agent). The Borrower hereby waives the right to dispute the Funding Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Agent and each Lender Each Notice of Borrowing shall be entitled to rely conclusively irrevocable and binding on any Responsible Officer's authority to request Borrower. Each Revolving Loan shall be made in a Loan minimum amount of $500,000 and shall be in an integral multiple of $25,000. Administrative Agent on behalf of the Lender Group will make the proceeds of such Loan available to Borrower until on the Funding Agent receives written notice to the contrary. The Funding Agent and the Lenders shall have no duty to verify the authenticity day of the signature appearing on any written Notice of Borrowing. Except as otherwise provided proposed Loan by causing all such proceeds, in this subsection 2.2immediately available funds, Loans shall to be made ratably deposited in an account designated by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may beBorrower to Administrative Agent at a commercial bank reasonably satisfactory to Administrative Agent.

Making the Loans. (a) The Borrower Borrowers shall give notify the Funding Agent prior by telephone no later than 11:00 A.M. the day of the requested borrowing of each proposed Base Rate Loan, specifying the date and amount of the proposed Base Rate Loan. The Agent in turn shall promptly notify each other Bank of the proposed Base Rate Loan. The Borrowers shall notify the Agent by telephone no later than 11:00 A.M. at least three London Business Days in advance of each proposed LIBO Loan, specifying the date and the amount of the proposed LIBO Loan and the length of the proposed LIBO Interest Period, and the Agent shall in turn notify each other Bank of the proposed LIBO Loan by 11:00 A.M. on the second London Business Day preceding the proposed LIBO Loan. The Borrowers shall notify the Agent by telephone no later than 11:00 A.M. at least three London Business Days in advance of each proposed Foreign Currency Loan, specifying the date, the Foreign Currency in which the Loan is to be made, the amount of the proposed Foreign Currency Loan, the length of the proposed LIBO Interest Period, and the directions for making available the Foreign Currency Loan and the Agent shall in turn notify each other Bank of the proposed Foreign Currency Loan by 11:00 A.M. on the second London Business Day preceding the proposed Foreign Currency Loan. Such telephonic notice shall be made by an authorized officer of the Borrowers listed on Exhibit 2.2 hereto or in a written notice from the Borrowers submitted in accordance with Section 10.2. The Borrowers will confirm any telephonic notice of a proposed Loan the same day by facsimile copy. Each such notice (immediately whether or not actually confirmed by facsimile copy) shall constitute a representation by the Borrowers that, at the time thereof and giving effect to the Loan requested thereby: (1) no Event of Default or Default has occurred hereunder; (2) the representations and warranties contained in writingthis Agreement are reaffirmed and are correct as of the date of such notice; (3) the Total Outstanding Credit (including the Dollar equivalent of any Foreign Currency Loans) plus the requested Loan (including the Dollar equivalent of such Loan if it is a Foreign Currency Loan) will not exceed $8,000,000.00; and the conditions precedent for such Loan as set forth in Section 3.2 hereof have all been satisfied. Upon notice from the Agent of the proposed Loan, each Bank shall wire transfer to the Agent, at the Agent's office at 210 Main Street, Hackensack, New Jersey 07602, in substantially the form of Exhibit B hereto (a "NOTICE OF Borrowing")immediaxxxx xxxxxxxxx xxxxx, not later than 12:00 noon (New York City time) on the date which is five (5) Business Days xxxxx xxxxx xxxxx xx xx Dollars, prior to 2:00 P.M. on the date of the proposed Loan, an amount equal to such Bank's Pro Rata Share of such Loan or, if the Loan is a Foreign Currency Loan, each bank shall wire transfer immediately available funds of the Foreign Currency in accordance with the Agent's instructions. Upon receipt of such funds by the Agent and upon the Agent's determination that the applicable conditions set forth in Article III hereof have been fulfilled, the Agent will make such funds available to the Borrowers by depositing the amount thereof into an operating account which the Borrowers shall maintain with the Agent while the Loans are outstanding (the "Operating Account") or, in the case of a Foreign Currency Loan, will make such funds available in accordance with the Borrower's directions for such Loan. The Borrowers agree to hold the Agent harmless from any liability for any loss resulting from the Agent's reliance on any writing, facsimile copy or such shorter period as telephonic notice purportedly made by an authorized officer of the Funding Agent is willing to accommodate from time to time)Borrowers, provided thatthat the Agent has acted in good faith in doing so. The Agent may assume that telephonic notice of a request for a Loan is from an authorized officer of the Borrowers, in absent manifest error. The Agent shall have no event may the Notice of Borrowing for the Loans be given obligation to make funds available to the Funding Borrowers in excess of amounts received by it from the Banks, provided that if one or more Banks fail to make available to the Agent later than 12:00 noon (New York City time) on such Bank's Pro Rata Share of a Loan and the borrowing date of such Loans. Such Notice of Borrowing shall be irrevocable and shall specify (i) Agent elects to advance the principal full amount of the proposed LoansLoan requested by the Borrowers, (iithe Borrowers shall be obligated to repay to the Agent for the Agent's account the amount, with interest, so advanced by the Agent and not advanced by the Bank(s) whether in amounts and at the Loans are requested times the Borrowers otherwise would be obligated to repay such Loan. Unless the Agent receives notice from a Bank prior to the date such Bank's Pro Rata Share of any Loan is to be Revolving Credit Loans or Term Loans, (iii) the use of the proceeds made that such Bank does not intend to make its Pro Rata Share of such proposed LoansLoan available to the Agent, the Agent may (but shall not be obligated to) assume that such Bank has made such proceeds available to the Agent on such date, and the Agent, in reliance upon such assumption, may (ivbut shall not be obligated to) the proposed borrowing date, which must be a Business Day. The Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower make available to the Funding Agent)Borrowers a corresponding amount. The Borrower hereby waives If such corresponding amount is not, in fact, made available to the right to dispute Agent by such Bank on the Funding Agent's record of date the terms of any such telephonic Notice of Borrowing. The Funding Loan is made, the Agent and each Lender shall be entitled to rely conclusively recover such amount on any Responsible Officer's authority demand from such Bank (or, if such Bank fails to request pay such amount immediately upon demand, from the Borrower) together with interest thereon at a rate per annum equal to the Interest Rate applicable to the Loan for each day during the period between the date that the Agent advances the Loan and the date on behalf which the Bank makes its Pro Rata Share of the Borrower until the Funding Agent receives written notice Loan available to the contrary. The Funding Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may beAgent.

Making the Loans. (a) The Borrower shall give the Funding Administrative Agent prior telephone written notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a "NOTICE OF “Notice of Borrowing"”)), not later than 12:00 noon (New York City time) on the date which is five (5) Business Days prior to the date of the proposed Loans Loan (or such shorter period as the Funding Administrative Agent is willing to accommodate from time to time), provided thatprovided, in no event may the that such Notice of Borrowing for shall be received by the Loans be given to Administrative Agent, (x) in the Funding Agent case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of such the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is two (2) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoansLoan, which, in the case of the Term Loan A, shall fully utilize the Total Term Loan A Commitment on the Effective Date, in the case of the Term Loan A-1, shall fully utilize the Total Term Loan A-1 Commitment on the Effective Date, and in the case of the Term Loan B, shall fully utilize the Total Term Loan B Commitment on the Effective Date, (ii) whether the Loans are such Loan is requested to be Revolving Credit Loans a Reference Rate Loan or Term Loansa LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed LoansLoan, and (iv) the proposed borrowing date, which must be a Business Day. , and with respect to the Term Loan A, the Term Loan A-1 and the Term Loan B, must be the Effective Date, and (v) whether the Loan is a Revolving Loan, Term Loan A, Term Loan A-1 or Term Loan B. The Funding Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Funding Administrative Agent in good faith to be from the Borrower (or from any Responsible Officer Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Borrower to the Funding Administrative Agent). The Borrower hereby waives the right to dispute the Funding Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Authorized Officer's ’s authority to request a Loan on behalf of the Borrower until the Funding Administrative Agent receives written notice to the contrary. The Funding Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.

Making the Loans. (a) The Loans shall be requested by the delivery of a Notice of Borrowing by the Borrower shall give to the Funding Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a "NOTICE OF Borrowing"), not later than 12:00 noon 11:00 A.M. (New York City time) one Business Day prior to the Funding Date specified in such notice. The Administrative Agent shall give to each Lender prompt notice thereof. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Notice of Borrowing shall be in writing and shall specify therein (i) the aggregate amount of the Loans to be funded, (ii) the proposed Funding Date, and (iii) the Borrower’s account to which the Loan proceeds are to be funded. Each Lender shall, before 10:00 a.m. (New York City time) on the date which is five (5) Business Days prior scheduled Funding Date, make available for the account of its Lending Office to the date Administrative Agent’s Account, in immediately available funds, its Series A Commitment and its Series B Commitment. After the Administrative Agent’s receipt of such funds and upon fulfillment of the proposed applicable conditions set forth in Article VI as confirmed during a closing conference call pursuant to which the Administrative Agent or its counsel shall indicate such fulfillment, the Administrative Agent shall transfer such funds to the Borrower at its account at Wachovia Bank, Richmond, Virginia, ABA # 000000000, Credit: Independence Air, Inc. Account # 207 901 911 7146. For the avoidance of doubt, the Borrower and the Lenders expressly acknowledge and agree that the Borrower shall not be entitled to draw down one or the other of the Loans without drawing down on both of them, and in no event will any Lender fund one Loan (or such shorter period as the Funding Agent is willing to accommodate from time to time), provided that, in no event may the Notice of Borrowing for the Loans be given to the Funding Agent later than 12:00 noon (New York City time) on the borrowing date Lender’s Percentage Share of such Loans. Such Notice of Borrowing shall be irrevocable and shall specify Loan) without funding the other Loan (i) the principal amount of the proposed Loans, (ii) whether the Loans are requested to be Revolving Credit Loans or Term Loans, (iii) the use of the proceeds such Lender’s Percentage Share of such proposed Loans, and (iv) the proposed borrowing date, which must be a Business Day. The Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Funding Agentother Loan). The Borrower hereby waives the right to dispute the Funding Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer's authority to request a Loan on behalf of the Borrower until the Funding Agent receives written notice to the contrary. The Funding Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.

Making the Loans. (a) The Borrower shall give the Funding Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the form of Exhibit B C hereto (a "NOTICE OF “Notice of Borrowing")”) or such other form approved by the Administrative Agent, not later than 12:00 noon (New York City time) on the date which is five (5i) in the case of the Initial Term Loan, three (3) Business Days prior to the Effective Date, (ii) three (3) Business Days prior to the date of the proposed Loans Revolving Loan (or such shorter period as the Funding Administrative Agent is willing to accommodate from time to time), provided that, but in no event may the Notice of Borrowing for the Loans be given to the Funding Agent later than 12:00 noon (New York City time) on the borrowing date of such Loansthe proposed Loan), (iii) in the case of the Additional Term Loan, the Amendment No. 6 Effective Date, (iv) in the case of the Second Additional Term Loan, the Amendment No. 7 Effective Date, or (v) in the case of any 2023 Incremental Revolving Loan, in accordance with Section 5.03(c)(iii). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoansLoan, and, with respect to any 2023 Incremental Revolving Loan, shall be $3,000,000, (ii) whether the Loans are such Loan is requested to be a Revolving Credit Loans Loan, the Initial Term Loan, the Additional Term Loan or the Second Additional Term LoansLoan, (iii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan, (iv) the use of the proceeds of such proposed LoansLoan, (v) Borrower’s account wiring instructions (which, in the case of the 2023 Incremental Revolving Loan, shall be the Blocked Account wiring instructions), and (ivvi) the proposed borrowing date, which must be a Business Day. The Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower with respect to the Funding Agent). The Borrower hereby waives Initial Term Loan, must be the right to dispute the Funding Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer's authority to request a Loan on behalf of the Borrower until the Funding Agent receives written notice Effective Date, with respect to the contraryAdditional Term Loan, must be the Amendment No. The Funding Agent and 6 Effective Date and, with respect to the Lenders shall have no duty to verify Second Additional Term Loan, must be the authenticity of the signature appearing on any written Notice of BorrowingAmendment No. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.7

Making the Loans. (a) The Borrower shall give the Funding Administrative Agent prior telephone written or telephonic notice (immediately promptly confirmed in writing), in substantially the form of Exhibit B D hereto (a "NOTICE OF Notice of Borrowing"), not later than 12:00 noon (New York City time) on the date which is five (5) Business Days prior to the date making of the proposed Loans (or Loan, provided, that such shorter period as the Funding Agent is willing to accommodate from time to time), provided that, in no event may the Notice of Borrowing for shall be received by the Loans be given to Administrative Agent, (x) in the Funding Agent case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the proposed borrowing (or such Loansshorter period as the Administrative Agent is willing to accommodate). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed LoansLoan, (iiB) whether the Loans are such Loan is requested to be Revolving Credit Loans a Reference Rate Loan or Term Loansa LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iiiC) the use of the proceeds of whether such proposed LoansLoan is requested to be a Revolving A Loan or Revolving B Loan, and (ivD) the proposed borrowing date, which must be a Business Day. The Funding Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Administrative Agent in good faith to be from the Borrower (or from any Responsible Authorized Officer thereof designated in writing purportedly from the Borrower to the Funding Administrative Agent). The Borrower hereby waives the right to dispute the Funding Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Authorized Officer's authority to request a Loan on behalf of the Borrower until the Funding Administrative Agent receives written notice to the contrary. The Funding Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.

Making the Loans. (a) The Borrower Borrowers shall give notify the Funding Agent prior by telephone no later than 11:00 A.M. the day of the requested borrowing of each proposed Base Rate Loan, specifying the date and amount of the proposed Base Rate Loan. The Agent in turn shall promptly notify each other Bank of the proposed Base Rate Loan. The Borrowers shall notify the Agent by telephone no later than 11:00 A.M. at least three London Business Days in advance of each proposed LIBO Loan, specifying the date and the amount of the proposed LIBO Loan and the length of the proposed LIBO Interest Period, and the Agent shall in turn notify each other Bank of the proposed LIBO Loan by 11:00 A.M. on the second London Business Day preceding the proposed LIBO Loan. Such telephonic notice shall be made by an authorized officer of the Borrowers listed on Exhibit 2.2 hereto or in a written notice from the Borrowers submitted in accordance with Section 10.2. The Borrowers will confirm any telephonic notice of a proposed Loan the same day by facsimile copy. Each such notice (immediately whether or not actually confirmed by facsimile copy) shall constitute a representation by the Borrowers that, at the time thereof and giving effect to the Loan requested thereby: (1) no Event of Default or Default has occurred hereunder; (2) the representations and warranties contained in writing, in substantially the form this Agreement are reaffirmed and are correct as of Exhibit B hereto (a "NOTICE OF Borrowing"), not later than 12:00 noon (New York City time) on the date of such notice; (3) the Total Outstanding Credit plus the requested Loan will not exceed $8,000,000.00; and (4) the conditions precedent for such Loan as set forth in Section 3.2 hereof have all been satisfied. Upon notice from the Agent of the proposed Loan, each Bank shall wire transfer to the Agent, at the Agent's office at 210 Main Street, Hackensack, New Jxxxxx 00000, xx xxxxxxxxxxx xxxxxxxxx xxxxx, which is five (5) Business Days funds shall be in Dollars, prior to 2:00 P.M. on the date of the proposed Loan, an amount equal to such Bank's Pro Rata Share of such Loan. Upon receipt of such funds by the Agent and upon the Agent's determination that the applicable conditions set forth in Article III hereof have been fulfilled, the Agent will make such funds available to the Borrowers by depositing the amount thereof into an operating account which the Borrowers shall maintain with the Agent while the Loans are outstanding (the "Operating Account"). The Borrowers agree to hold the Agent harmless from any liability for any loss resulting from the Agent's reliance on any writing, facsimile copy or such shorter period as telephonic notice purportedly made by an authorized officer of the Funding Agent is willing to accommodate from time to time)Borrowers, provided thatthat the Agent has acted in good faith in doing so. The Agent may assume that telephonic notice of a request for a Loan is from an authorized officer of the Borrowers, in absent manifest error. The Agent shall have no event may the Notice of Borrowing for the Loans be given obligation to make funds available to the Funding Borrowers in excess of amounts received by it from the Banks, provided that if one or more Banks fail to make available to the Agent later than 12:00 noon (New York City time) on such Bank's Pro Rata Share of a Loan and the borrowing date of such Loans. Such Notice of Borrowing shall be irrevocable and shall specify (i) Agent elects to advance the principal full amount of the proposed LoansLoan requested by the Borrowers, (iithe Borrowers shall be obligated to repay to the Agent for the Agent's account the amount, with interest, so advanced by the Agent and not advanced by the Bank(s) whether in amounts and at the Loans are requested times the Borrowers otherwise would be obligated to repay such Loan. Unless the Agent receives notice from a Bank prior to the date such Bank's Pro Rata Share of any Loan is to be Revolving Credit Loans or Term Loans, (iii) the use of the proceeds made that such Bank does not intend to make its Pro Rata Share of such proposed LoansLoan available to the Agent, the Agent may (but shall not be obligated to) assume that such Bank has made such proceeds available to the Agent on such date, and the Agent, in reliance upon such assumption, may (ivbut shall not be obligated to) the proposed borrowing date, which must be a Business Day. The Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower make available to the Funding Agent)Borrowers a corresponding amount. The Borrower hereby waives If such corresponding amount is not, in fact, made available to the right to dispute Agent by such Bank on the Funding Agent's record of date the terms of any such telephonic Notice of Borrowing. The Funding Loan is made, the Agent and each Lender shall be entitled to rely conclusively recover such amount on any Responsible Officer's authority demand from such Bank (or, if such Bank fails to request pay such amount immediately upon demand, from the Borrower) together with interest thereon at a rate per annum equal to the Interest Rate applicable to the Loan for each day during the period between the date that the Agent advances the Loan and the date on behalf which the Bank makes its Pro Rata Share of the Borrower until the Funding Agent receives written notice Loan available to the contrary. The Funding Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may beAgent.

Making the Loans. (a) The Borrower shall give the Funding Administrative Agent prior telephone telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B C hereto (a "NOTICE OF Notice of Borrowing")), (i) on the Effective Date for a portion of the Tranche A Term Loans specified in the Notice of Borrowing delivered on the Effective Date, (ii) not later than 12:00 noon (New York City time) ten 10 Business Days prior to the proposed date for borrowing of the second drawing of the Tranche A Term Loans provided, that, such borrowing must occur within 30 days after the Effective Date; and (iii) not later than 12:00 noon (New York City time) on the date which is five for each proposed Tranche B Term Loan, not later than the fifteenth (515th) Business Days prior to the date day of the calendar month preceding the month in which the proposed Loans borrowing is to occur (or or, for any of the above, such shorter period as the Funding Administrative Agent is willing to accommodate from time to time), provided that, but in no event may the Notice of Borrowing for the Loans be given to the Funding Agent later than 12:00 noon (New York City time) on the borrowing date of such Loansthe proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoansLoan, (ii) whether the Loans are Loan is requested to [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. be Revolving Credit Loans a Reference Rate Loan or Term Loansa LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed LoansLoan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to: (A) the Tranche A Term Loans, must be on or within 30 days after the Effective Date and (B) a Tranche B Term Loan, must be at least the 5th Business Day of the calendar month following the date of the Notice of Borrowing. The Funding Administrative Agent shall promptly notify each Lender of such Notice of Borrowing, including the requested date of the proposed Tranche B Term Loan and the amount thereof to be made by such Lender. Notwithstanding the above, the Borrower cannot request more than two (2) Tranche B Term Loans in any one calendar month or more than three (3) Tranche B Term Loans in the aggregate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Administrative Agent in good faith to be from the Borrower (or from any Responsible Authorized Officer thereof designated in writing purportedly from the Borrower to the Funding Administrative Agent). The Borrower hereby waives the right to dispute the Funding Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Authorized Officer's authority to request a Loan on behalf of the Borrower until the Funding Administrative Agent receives written notice to the contrary. The Funding Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.