Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Borrower shall give the Administrative Agent prior written notice 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 of the proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in 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 such Loan is requested to 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, (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 Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized 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 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 Funding Agent prior written telephone 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 Loan Loans (or such shorter period as the Administrative Funding Agent is willing to accommodate from time to time), providedprovided that, that such in no event may the Notice of Borrowing shall for the Loans be received by given to the Administrative Agent, (x) in the case of a borrowing consisting of a Reference Rate Loan, not Funding Agent 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 such 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 DateLoans, (ii) whether such Loan is the Loans are requested to 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 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 Administrative Funding Agent and the Lenders may act without liability upon the basis of written written, telecopied or telecopied telephonic notice believed by the Administrative Funding Agent in good faith to be from the Borrower (or from any Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting Responsible Officer thereof designated in writing purportedly from the Borrower to the Administrative Funding Agent). The Administrative 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 Authorized Responsible Officer’s '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 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. 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 substantially accordance with Section 10.2. The Borrowers will confirm any telephonic notice of a proposed Loan the form 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 Exhibit B hereto 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 “Notice 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 Borrowing”))the proposed Loan, not later than 12:00 noon (each Bank shall wire transfer to the Agent, at the Agent's office at 210 Main Street, Hackensack, New York City time) 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, an amount equal to such Bank's Pro Rata Share of such Loan (or 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 shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall be received funds by the Administrative Agent and upon the Agent's determination that the applicable conditions set forth in Article III hereof have been fulfilled, (x) in 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 Agent will make such funds available to the proposed borrowing). Such Notice of Borrowing Borrowers by depositing the amount thereof into an operating account which the Borrowers shall be irrevocable and shall specify maintain with the Agent while the Loans are outstanding (ithe "Operating Account") 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 such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan andor, 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 a request for a Loan is from an authorized officer of the Borrowers, absent manifest error. The Agent shall 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 the Agent elects to advance the full amount 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 proposed LoanLoan available to the Agent, the Agent may (ivbut shall not be obligated to) assume that such Bank has made such proceeds available to the proposed borrowing Agent on such date, which must and the Agent, in reliance upon such assumption, may (but shall not be a Business Day, and with respect obligated to) make available to the Term Loan ABorrowers a corresponding amount. If such corresponding amount is not, in fact, made available to the Term Loan A-1 and Agent by such Bank on the Term Loan B, must be the Effective Date, and (v) whether date the Loan is a Revolving Loan, Term Loan A, Term Loan A-1 or Term Loan B. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officermade, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Borrower to the Administrative Agent). 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 written notice 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 scheduled Funding Date, make available for the account of its Lending Office to the 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 Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in 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 such Loan is requested to 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 Lender’s Percentage Share of such proposed Loan, (iv) without funding the proposed borrowing date, which must be a Business Day, and with respect to the Term other 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 Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer, the Assistant Treasurer or the Vice President such Lender’s Percentage Share of Finance and Accounting thereof designated in writing purportedly from the Borrower to the Administrative Agentsuch other Loan). 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 written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit B N hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City timei) 11:00 a.m. (Los Angeles Time) on the date of the any proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in 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 Revolving Loan, and (yii) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon 11:00 a.m. (New York City Los Angeles time) on a date that is two (2) three Business Days prior to the date of any proposed borrowing)Term Loan. Such Notice of Borrowing shall be irrevocable and shall specify include (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 such Loan is requested to 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, (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 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 which an Authorized Officer does not have notice or Term Loan B. The actual knowledge). Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telecopied telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. 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.

Making the Loans. (a) The Borrower shall give the Administrative Agent prior written or telephonic notice (promptly confirmed in writing), in substantially the form of Exhibit B D hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon (New York City time) on prior to the date making of the proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeLoan, provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in 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 three (23) Business Days prior to the proposed borrowingborrowing (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, 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 such Loan is requested to 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 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 Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telecopied telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting 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 '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 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 substantially accordance with Section 10.2. The Borrowers will confirm any telephonic notice of a proposed Loan the form 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 Exhibit B hereto Default or Default has occurred hereunder; (a “Notice 2) the representations and warranties contained in this Agreement are reaffirmed and are correct as of Borrowing”))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, not later than 12:00 noon (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 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 telephonic notice purportedly made by an authorized officer of 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 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 shorter period as Bank's Pro Rata Share of a Loan and the Administrative Agent is willing elects to accommodate from time to timeadvance the full amount of the Loan requested by the Borrowers, provided, that such Notice of Borrowing the Borrowers shall be received obligated to repay to the Agent for the Agent's account the amount, with interest, so advanced by the Administrative Agent, (xAgent and not advanced by the Bank(s) in amounts and at the case of times the Borrowers otherwise would be obligated to repay such Loan. Unless the Agent receives notice from 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 Bank prior to the proposed borrowing). Such Notice date such Bank's Pro Rata Share of Borrowing 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 irrevocable obligated to) assume that such Bank has made such proceeds available to the Agent on such date, and shall specify (i) the principal amount of the proposed Loan, whichAgent, in reliance upon such assumption, may (but shall not be obligated to) make available to the case of Borrowers a corresponding amount. If such corresponding amount is not, in fact, made available to the Term Loan A, shall fully utilize the Total Term Loan A Commitment Agent by such Bank 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 such Loan is requested to 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, (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 date the Loan is a Revolving Loan, Term Loan A, Term Loan A-1 or Term Loan B. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officermade, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Borrower to the Administrative Agent). 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 Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B 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 Loan borrowing is to occur (or or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) but in the case of a borrowing consisting of a Reference Rate Loan, not 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 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 such 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 and, with respect to to: (A) the Tranche A Term Loan A, the Term Loan A-1 and the Term Loan BLoans, must be on or within 30 days after the Effective Date, Date and (vB) whether the Loan is a Revolving 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 Aand the amount thereof to be made by such Lender. Notwithstanding the above, the Borrower cannot request more than two (2) Tranche B Term Loan A-1 Loans in any one calendar month or more than three (3) Tranche B Term Loan B. Loans in the aggregate. The Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telecopied telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting 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 '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 written notice in writing, in substantially the form of Exhibit B C hereto (a “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 (i) 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 Revolving Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) but in the case of a borrowing consisting of a Reference Rate Loan, not no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan), and (yiii) in the case of a borrowing consisting the Additional Term Loan, the Amendment No. 6 Effective Date, (iv) in the case of LIBOR Rate Loansthe Second Additional Term Loan, not later than 12:00 noon the Amendment No. 7 Effective Date, or (New York City timev) on a date that is two (2) Business Days prior to in the proposed borrowingcase 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, whichand, in the case of the Term Loan Awith respect to any 2023 Incremental Revolving Loan, 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 Datebe $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 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, (ivv) Borrower’s account wiring instructions (which, in the case of the 2023 Incremental Revolving Loan, shall be the Blocked Account wiring instructions), and (vi) the proposed borrowing date, which must be a Business Day, and with respect to the Initial Term Loan A, the Term Loan A-1 and the Term Loan BLoan, must be the Effective Date, and (v) whether with respect to the Loan is a Revolving Additional Term Loan, Term Loan Amust be the Amendment No. 6 Effective Date and, Term Loan A-1 or Term Loan B. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Borrower with respect to the Administrative Agent)Second Additional Term Loan, must be the Amendment No. 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.7