Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a "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 for each proposed Tranche B Term Loan, not later than the fifteenth (15th) day of the calendar month preceding the month in which the proposed borrowing is to occur (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the 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 a Reference Rate Loan or a 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 Loan, 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 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 Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Borrower Borrowers shall give notify the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a "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 by telephone no later than 12:00 noon (New York City time) ten 10 Business Days prior to 11:00 A.M. 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 for each proposed Tranche B Term Loan, not later than the fifteenth (15th) day of the calendar month 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 month 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 proposed borrowing Loan is to occur (orbe made, for any the amount of the aboveproposed Foreign Currency Loan, such shorter period as the Administrative length of the proposed LIBO Interest Period, and the directions for making available the Foreign Currency Loan and the Agent is willing to accommodate from time to time, but shall in no event later than 12:00 noon (New York City time) turn notify each other Bank of the proposed Foreign Currency Loan by 11:00 A.M. on the borrowing 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 (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 this 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 immediaxxxx xxxxxxxxx xxxxx, xxxxx xxxxx xxxxx xx xx Dollars, prior to 2:00 P.M. on the date of the proposed Loan). Such Notice , an amount equal to such Bank's Pro Rata Share of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loansuch Loan or, (ii) whether if the Loan is requested 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 [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. be a Reference Rate Loan or a LIBOR Rate Loan andthe 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 LIBOR Rate Foreign Currency Loan, will make such funds available in accordance with the initial Interest Period with respect theretoBorrower'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, (iii) the use facsimile copy or telephonic notice purportedly made by an authorized officer of the proceeds Borrowers, provided that the Agent has acted in good faith in doing so. The Agent may assume that telephonic notice of such proposed Loan, 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) request for a Tranche B Term Loan, must be at least the 5th Business Day Loan is from an authorized officer of the calendar month following the date of the Notice of BorrowingBorrowers, absent manifest error. The Administrative Agent shall promptly notify each Lender have no obligation to make funds available to the 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 such Notice Bank's Pro Rata Share of Borrowing, including the requested date of the proposed Tranche B Term a Loan and the Agent elects to advance the full amount thereof of the Loan requested by the Borrowers, the 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) in amounts and at the 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 made that such Bank does not intend to make its Pro Rata Share of such Loan 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 (but shall not be obligated to) make available to the Borrowers a corresponding amount. If such corresponding amount is not, in fact, made available to the Agent by such Lender. Notwithstanding Bank on the abovedate the Loan is made, 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 Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively recover such amount on any Authorized 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 Administrative Agent receives written notice Loan available to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingAgent.

Making the Loans. (a) The Loans shall be requested by the delivery of a Notice of Borrowing by the Borrower shall give to the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a "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 11:00 A.M. (New York City time) ten 10 one Business Days Day prior to the proposed date for borrowing 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 second drawing of Loans to be funded, (ii) the Tranche A Term Loans providedproposed Funding Date, that, such borrowing must occur within 30 days after the Effective Date; and (iii) not later than 12:00 noon 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 scheduled Funding Date, make available for each proposed Tranche B Term Loan, not later than the fifteenth (15th) day account of the calendar month preceding the month in which the proposed borrowing is to occur (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the 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 a Reference Rate Loan or a 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 Loan, 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 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 Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower its Lending Office to the Administrative Agent)’s Account, in immediately available funds, its Series A Commitment and its Series B Commitment. The Borrower hereby waives the right to dispute After the Administrative Agent's record ’s receipt of such funds and upon fulfillment of the terms of any such telephonic Notice of Borrowing. The 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 each Lender the Lenders expressly acknowledge and agree that the Borrower shall not be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf draw down one or the other of the Borrower until Loans without drawing down on both of them, and in no event will any Lender fund one Loan (or such Lender’s Percentage Share of such Loan) without funding the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity other Loan (or such Lender’s Percentage Share of the signature appearing on any written Notice of Borrowingsuch other Loan).

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a "“Notice of Borrowing"))”) or such other form approved by the Administrative Agent, (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 for each proposed Tranche B which is (i) in the case of the Initial Term Loan, not later than three (3) Business Days prior to the fifteenth Effective Date, (15thii) day three (3) Business Days prior to the date of the calendar month preceding the month in which the proposed borrowing is to occur Revolving Loan (or, for any of the above, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the 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 Loan, and, with respect to any 2023 Incremental Revolving Loan, shall be $3,000,000, (ii) whether such Loan is requested to be a Revolving Loan, the Initial Term Loan, the Additional Term Loan or the Second Additional Term Loan, (iii) whether the 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 a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iiiiv) the use of the proceeds of such proposed Loan, (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, and, with respect to: (A) to the Tranche A Term Loans, must be on or within 30 days after the Effective Date and (B) a Tranche B Initial Term Loan, must be at least the 5th Business Day of the calendar month following the date of the Notice of Borrowing. The Administrative Agent shall promptly notify each Lender of such Notice of BorrowingEffective Date, 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 Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower with respect to the Administrative Agent)Additional Term Loan, must be the Amendment No. The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice 6 Effective Date and, with respect to the contrarySecond Additional Term Loan, must be the Amendment No. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.7

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic written notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a "“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 for each proposed Tranche B Term Loan, not later than the fifteenth (15th) day of the calendar month preceding the month in which the proposed borrowing is to occur Loan (or, for any of the above, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in no event the 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 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 Loan, 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 such 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 a Reference Rate Loan or a 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 Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, and with respect to: (to the Term Loan A) , the Tranche A Term LoansLoan A-1 and the Term Loan B, must be on or within 30 days after the Effective Date Date, and (Bv) whether the Loan is a Tranche B Term Revolving Loan, must be at least the 5th Business Day of the calendar month following the date of the Notice of Borrowing. The 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 aboveA, the Borrower cannot request more than two (2) Tranche B Term Loans in any one calendar month Loan A-1 or more than three (3) Tranche B Term Loans in the aggregate. Loan B. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer Officer, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's ’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Borrower Borrowers shall give notify the Administrative 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 (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a "Notice of Borrowing")), (i) on the Effective Date for a portion shall be made by an authorized officer of the Tranche A Term Loans specified Borrowers listed on Exhibit 2.2 hereto or in a written notice from the Notice Borrowers submitted in accordance with Section 10.2. The Borrowers will confirm any telephonic notice of Borrowing delivered on a proposed Loan the Effective Datesame day by facsimile copy. Each such notice (whether or not actually confirmed by facsimile copy) shall constitute a representation by the Borrowers that, (ii) not later than 12:00 noon (New York City time) ten 10 Business Days prior at the time thereof and giving effect to the proposed date for borrowing Loan requested thereby: (1) no Event of Default or Default has occurred hereunder; (2) the representations and warranties contained in this Agreement are reaffirmed and are correct as of the second drawing date of such notice; (3) the Tranche A Term Loans provided, that, such borrowing must occur within 30 days after Total Outstanding Credit plus the Effective Daterequested Loan will not exceed $8,000,000.00; and (iii4) not later than 12:00 noon (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 York City time) Jxxxxx 00000, xx xxxxxxxxxxx xxxxxxxxx xxxxx, which funds shall be in Dollars, prior to 2:00 P.M. on the date for each proposed Tranche B Term Loan, not later than the fifteenth (15th) day of the calendar month preceding the month in which the proposed borrowing is to occur (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing 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"). Such Notice 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 telephonic notice purportedly made by an authorized officer of Borrowing the Borrowers, provided that 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, absent manifest error. The Agent shall be irrevocable have no obligation to make funds available to the 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 such Bank's Pro Rata Share of a Loan and shall specify (i) the principal Agent elects to advance the full amount of the proposed Loan requested by the Borrowers, the 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) in amounts and at the 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 made that such Bank does not intend to make its Pro Rata Share of such Loan available to the Agent, the Agent may (iibut shall not be obligated to) whether assume that such Bank has made such proceeds available to the Agent on such date, and the Agent, in reliance upon such assumption, may (but shall not be obligated to) make available to the Borrowers a corresponding amount. If such corresponding amount is not, in fact, made available to the Agent by such Bank on the date the 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 a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loanmade, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, 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 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 Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively recover such amount on any Authorized 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 Administrative Agent receives written notice Loan available to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingAgent.

Making the Loans. (a) The Borrower shall give the Administrative Funding Agent prior telephonic telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C B 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 for each proposed Tranche B Term Loan, not later than which is five (5) Business Days prior to the fifteenth (15th) day date of the calendar month preceding the month in which the proposed borrowing is to occur Loans (or, for any of the above, or such shorter period as the Administrative Funding Agent is willing to accommodate from time to time), but 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 the proposed Loan)such Loans. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoanLoans, (ii) whether the Loan is Loans are 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 a Reference Rate Loan Revolving Credit Loans or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect theretoTerm Loans, (iii) the use of the proceeds of such proposed LoanLoans, 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 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 Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Funding Agent in good faith to be from the Borrower (or from any Authorized Responsible Officer thereof designated in writing purportedly from the Borrower to the Administrative Funding Agent). The Borrower hereby waives the right to dispute the Administrative Funding Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Funding Agent and each Lender shall be entitled to rely conclusively on any Authorized Responsible Officer's authority to request a Loan on behalf of the Borrower until the Administrative Funding Agent receives written notice to the contrary. The Administrative 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 Administrative Agent prior written or telephonic notice (immediately promptly confirmed in writing), in substantially the form of Exhibit C D hereto (a "Notice of Borrowing")), (i) on prior to the Effective Date for a portion making of the Tranche A Term Loans specified in the proposed Loan, provided, that such Notice of Borrowing delivered on shall be received by the Effective DateAdministrative Agent, (iix) not later than 12:00 noon (New York City time) ten 10 Business Days prior to in the proposed date for case of a borrowing consisting 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 for each proposed Tranche B Term a Reference Rate Loan, not later than the fifteenth (15th) day of the calendar month preceding the month in which the proposed borrowing is to occur (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event 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 shorter 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 Loan, (iiB) whether the such 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 a Reference Rate Loan or a 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 Loan is requested to be a Revolving A Loan or Revolving B Loan, and (ivD) 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 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 Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C N hereto (a "Notice of Borrowing")), not later than (i) 11:00 a.m. (Los Angeles Time) on the Effective Date for a portion date of the Tranche A Term Loans specified in the Notice of Borrowing delivered on the Effective Dateany proposed Revolving Loan, and (ii) not later than 12:00 noon 11:00 a.m. (New York City Los Angeles time) ten 10 three Business Days prior to the date of any 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 for each proposed Tranche B Term Loan, not later than the fifteenth (15th) day of the calendar month preceding the month in which the proposed borrowing is to occur (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify include (i) the principal amount of the proposed Loan, (ii) whether the such 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 a Reference Rate Revolving Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Term Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, andand (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: (A) the Tranche A Term Loans, must be on to which an Authorized Officer does not have notice 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 Borrowingactual knowledge). The 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 Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Each Notice of Borrowing shall be irrevocable and binding on Borrower. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $25,000. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Lender Group will make the proceeds of such Loan available to Borrower until on the day of the proposed Loan by causing all such proceeds, in immediately available funds, to be deposited in an account designated by Borrower to Administrative Agent receives written notice at a commercial bank reasonably satisfactory to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingAgent.