Common use of Making Advances Clause in Contracts

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice on notice, given (i) with respect to any Borrowing consisting of the BorrowerReference Rate Advances, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three 1:30 p.m., Los Angeles time, on the Business Days prior to Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of Advances which are a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) 9:00 a.m. pacific time in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") but no Lender shall be by telecopy or telephone, promptly confirmed by letter, in substantially responsible for the form failure of Exhibit F hereto specifying therein: (i) any other Lender to make the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether by such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each other Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct Noany Borrowing.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. Any Borrowing not made in accordance with Section 2.10 shall be made in accordance with this Section 2.4. (a) Revolver A Advances Prior Borrowing pursuant to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances this Section 2.4(a) shall be made upon the written notice on notice, given (i) with respect to any Borrowing consisting of the BorrowerReference Rate Advances, received by Administrative Agent not later than noon, Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) 10:00 a.m. pacific time three with respect to any Borrowing consisting of LIBOR Advances, not later than 11:00 a.m., Los Angeles time, on the third Business Days prior to Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit B (a "Notice of Borrowing"), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, (D) in the case of a Borrowing comprising LIBOR Advances, the requested initial Interest Period for such Advances which and (E) the fact that the statements set forth in Section 4.2(b) are LIBOR true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Agent at its address specified in Section 9.2, in immediately available funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent receives notice from a Lender before the date of any Borrowing under this Section 2.4 that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) 9:00 a.m. pacific time in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") but no Lender shall be by telecopy or telephone, promptly confirmed by letter, in substantially responsible for the form failure of Exhibit F hereto specifying therein: (i) any other Lender to make the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether by such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each other Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct Noany Borrowing.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances Advance shall be made upon the written notice (or continued for an additional Interest Period, if applicable), following a Notice of the Borrower, Borrowing received by Administrative Agent FUNB not later than 2:00 P.M. (Eastern Standard Time) on (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate AdvancesLIBOR Advance, be in an amount of not less than $2,000,000 the 4th Business Day prior to, or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (IIii) in the case of a Borrowing of LIBOR AdvancesPrime Advance, the 2nd Business Day prior to, the requested Funding Date (which requested Funding Date must be in an amount of not a Business Day); provided, however, that: (1) if Borrower fails to elect any particular interest rate, or if the requested Funding Date is less than $2,000,000 or an integral multiple 4 Business Days following such Notice of $1,000,000 in excess thereofBorrowing, Borrower shall be deemed to have elected the Prime Interest Rate; and (iv2) if Borrower shall have delivered to FUNB the statements referred to in Section 3.1(c) and Section 3.1(d) prior to or concurrently with the applicable Notice of Borrowing is described above. (b) Each Notice of Borrowing shall be irrevocable and binding on Borrower. Following any Notice of Borrowing, Borrower indemnifies and agrees to be comprised hold harmless Lender from and against any loss, cost or expense incurred by Lender as a result of LIBOR Advancesany failure by Borrower to complete the borrowing specified in such Notice of Borrowing (whether or not due to a failure to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III), the duration such losses, costs and expenses to include, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the initial liquidation or reemployment of deposits or other funds acquired by Lender to fund the Advance, when such Advance, as a result of such failure, is not made on the date requested for such Advance. (c) Subject to fulfillment of the applicable conditions set forth in this Article II and Article III below, Lender will make the Advance not later than 2:00 P.M. (Eastern Standard Time) in the amount and on the date requested for such Advance in same-day funds at FUNB's office at 225 Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, xx wire transfer of such Advance on behalf of Borrower to Borrower's account maintained at FUNB, or to such other account as Borrower shall so direct by written notice to FUNB. (d) LIBOR Advances shall be subject to the following additional conditions: (1) if, at any time, (A) Lender shall determine that, by reasons of circumstances affecting foreign exchange and interbank markets generally, LIBOR deposits in the applicable amounts are not being offered to Lender, or (B) the introduction of or any change in or in the interpretation (including reversals) of any law or regulation makes it unlawful, or any central bank or governmental authority asserts that it is unlawful, for Lender to obtain funds in the London interbank market to fund or maintain a LIBOR Advance or otherwise to perform its obligations hereunder with respect to any such Advance, Lender's obligation to make or maintain any LIBOR Advance, and the right of Borrower to select any LIBOR Interest Rate, shall be suspended until the circumstances causing such suspension no longer exist, and the applicable LIBOR Interest Rate for any outstanding LIBOR Advance shall immediately be converted to the Prime Interest Rate for such LIBOR Advance for the remainder of the Interest Period; (2) LIBOR Advances may be repaid or prepaid only on the last Business Day of the Interest Period applicable to such AdvancesAdvance. Borrower may elect to maintain any outstanding LIBOR Advance for an additional Interest Period by delivering a Notice of Borrowing making such election within the time period required for such notices as set forth in Section 2.2 above. If any LIBOR Advance is not repaid or prepaid on the last Business Day of the Interest Period, and Borrower has not otherwise timely delivered a Notice of Borrowing electing to continue such LIBOR Advance for an additional Interest Period elected by Borrower in such Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loanof Borrowing, then such Borrowing shall Borrower will be deemed to be have elected to maintain such Advance outstanding as a Prime Advance. If, as a result of a payment made under by Borrower due to acceleration of the Revolver B Loanmaturity of the Notes pursuant to Section 8.2 or due to any other reason, (b) whether Lender receives payment of any principal amount of any LIBOR Advance on a day other than the last day of the Interest Period for such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then or Borrower fails to make any payment of principal outstanding under any LIBOR Advance when due under the Notes, Borrower shall pay to Lender on demand that amount, if any, required to compensate Lender for additional losses, costs or expenses which Lender may incur as a result of such Borrowing shall be deemed to be a Base Rate Advancepayment or nonpayment, including, without limitation, any loss (including loss of anticipated profits), cost or (c) the duration expense incurred by reason of the initial Interest Period for any Borrowing liquidation or Refinancing reemployment of deposits or other funds acquired by Lender to fund or maintain such LIBOR Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F C hereto specifying therein:: --------- (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, which (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all less outstanding Letters of Credit and Reimbursement Obligations under Article III hereofreimbursement obligations (or if any Letter of Credit or reimbursement obligation shall be in a currency other than Dollars, and (IIIthe Dollar equivalent of such currency) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaAgent, ABA No. 111 at its office at 0000 12Xxxxxxx Xxxx., Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx 0xx Xxxxx, XxXxxxxxx, XX 00000-0000, attn: Northland Cable TelevisionXxxxx Steezes, tel. (000) 000 0000, such Lender's Applicable Revolver Specified Percentage of the aggregate Advances under the respective Loan requestedRevolver Loan, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at the Administrative Agent, in each case as specified by the Borrower to the Administrative Agent in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than three different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Advances under the Revolver Loan, plus the sum of the outstanding amount available to be drawn of the Letters of Credit, and reimbursement obligations under Article III (or if any Letter of Credit or reimbursement obligation shall be denominated in a currency other than Dollars, the Dollar equivalent of such currency) shall not exceed the Revolver Commitment.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent Lender not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F D hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to in the Conversion Date, the Revolver A Loancase of Advances, shall not exceed the unused portion of the Revolver A Available Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 100,000 or an integral multiple of $1,000,000 50,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Available Commitment, respectively), ) and (IIC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent Lender shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaLender, ABA No. 111 0000 12at its office at NationsBank Plaza, Acct. Name: Corporate FTA000 Xxxx Xxxxxx, Acct No.: 3750836479Xxxxxx, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower to the Administrative Lender in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Advances, Letters of Credit, and reimbursement obligations under Article III hereof shall not exceed the Available Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Lender prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Lender may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Lender may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Lender, such Lender and the Borrower severally agree to repay to Administrative Lender immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Lender, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each such Borrowing shall be made on notice, given not later than 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or any lesser fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount if of such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively)Borrowing, and (IIiv) in the case of a Borrowing consisting of LIBOR Eurodollar Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such noticeAdvance. Each Lender shall, before 1:00 p.m. pacific 3:00 P.M. on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(b), 2.12(e) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Section 3.02, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of each such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made by such other Lender on that day in immediately available fundsthe date of any Borrowing.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. a Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F D hereto specifying --------- therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver A Advance, Revolver B Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances); (iii) the amount of such proposed Borrowing which, (A) with respect to in the case of Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) in the case of Advances under the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus Commitment, in the undrawn face amount case of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term LoanLoan A Initial Advance, shall not exceed the unused portion Term Loan A amount of $125,000,000, and in the case of the Term Loan Commitment and B Initial Advance, shall not exceed the Term Loan B amount of $175,000,000, (B) shall (I) shall, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under either of the Revolver A Commitment or the Revolver B Commitment, respectively), Commitments) and (IIC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Agent, at its office at Bank of AmericaAmerica Plaza, ABA No. 111 0000 12000 Xxxx Xxxxxx, Acct. Name: Corporate FTAXxxxxx, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b Unless any applicable condition specified in Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower to the Administrative Agent in writing. (c After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Revolver A Advances shall not exceed the Revolver A Commitment and the aggregate principal amount of outstanding Revolver B Advances shall not exceed the Revolver B Commitment. (d No Interest Period applicable to any Revolver Advance and Term Loan A Advance shall extend beyond the First Maturity Date, and no Interest Period applicable to any Term Loan B Advance shall extend beyond the Final Maturity Date. (e Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any such Advance (that is not a Refinancing Advance), the Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a

Making Advances. (a) Revolver A Advances Prior to the Conversion DateExcept as otherwise provided in Section 2.15, Revolver B Advances and Term Loan Advances. Each each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon on notice from the written notice of Borrower to the Borrower, received by Administrative Agent given not later than 9:00 a.m., Los Angeles time, (i) 10:00 a.m. pacific time three in the case of a Borrowing composed of Reference Rate Advances, on the date of the proposed Borrowing or (ii) in the case of a Borrowing composed of Eurodollar Rate Advances, on the third Business Days prior to Day before the date of the proposed Borrowing, in the case . The Administrative Agent shall give each Lender prompt notice by telecopier of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date each such notice of such a Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephonetelephone confirmed, promptly confirmed by letterthe end of the same Business Day, in substantially by the form Borrower's delivery of Exhibit F hereto specifying therein: a Notice of Borrowing to the Administrative Agent by telecopier and shall specify therein the requested (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; composing such Borrowing, (iii) the aggregate amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (Iiv) in the case of a Borrowing composed of Base Eurodollar Rate Advances, be initial Interest Period for such Advances. Each Lender will, before 12:00 noon, Los Angeles time, on the date of such Borrowing, make available to the Administrative Agent at the Administrative Agent's Account, in an immediately available funds, such Lender's ratable portion of such Borrowing for the account of such Lender's Applicable Lending Office. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. (b) Notwithstanding anything in Section 2.2(a) to the contrary, the Borrower may not select Eurodollar Rate Advances for any Borrowing if (i) the aggregate amount of not such Borrowing is less than $2,000,000 5,000,000, (ii) the obligation of the Lenders to make Eurodollar Rate Advances is then suspended pursuant to Section 2.11 or an integral multiple (iii) after giving effect to such Borrowing, the aggregate number of $1,000,000 different Interest Periods for outstanding Eurodollar Rate Advances under this Agreement is greater than 10 (provided that, for purposes of this clause (iii), Interest Periods of the same duration but commencing on different dates shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be composed of Eurodollar Rate Advances, the Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified in excess thereof such Notice of Borrowing, the applicable conditions set forth in Article 3, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (or d) Unless the Administrative Agent receives notice from a Lender before the date of any lesser Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender does not make such ratable portion available to the Administrative Agent, such Lender and the Borrower agree severally to repay such corresponding amount if to the Administrative Agent forthwith on demand, together with interest thereon for each day from the date such amount is made available to the remaining undrawn portion under Borrower until the Revolver A Commitment or date such amount is repaid to the Revolver B CommitmentAdministrative Agent, respectively), and at (IIi) in the case of a the Borrower, the interest rate applicable at the time to Advances composing such Borrowing and (ii) in the case of LIBOR Advancessuch Lender, be in an the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of not less than $2,000,000 or an integral multiple such Borrowing for purposes of $1,000,000 in excess thereof; andthis Agreement. (ive) if The failure of any Lender to make the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed Advance to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such by it as part of any Borrowing shall be deemed not relieve any other Lender of its obligation, if any, hereunder to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time make its Advance on the date of each such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made by such other Lender on that day in immediately available fundsthe date of any Borrowing.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances Advance shall be made upon the written notice (or continued for an additional Interest Period, if applicable), following a Notice of the Borrower, Borrowing received by Administrative Agent not later than 2:00 P.M. (Eastern Standard Time) on (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate AdvancesLIBOR Advance, be in an amount of not less than $2,000,000 the 4th Business Day prior to, or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (IIii) in the case of a Borrowing of LIBOR AdvancesBase Rate Advance, the 2nd Business Day prior to, the requested Funding Date (which requested Funding Date must be in an amount of not a Business Day); provided, however, that: (1) if Borrower fails to elect any particular interest rate, or if the requested Funding Date is less than $2,000,000 or an integral multiple 4 Business Days following such Notice of $1,000,000 in excess thereofBorrowing, Borrower shall be deemed to have elected the Base Rate; and (iv2) if Borrower shall have delivered to Agent the statements referred to in Section 3.1(c) prior to or concurrently with the applicable Notice of Borrowing is to be comprised described above. (b) Each Notice of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed irrevocable and binding on Borrower. Following any Notice of Borrowing, Borrower indemnifies and agrees to hold the Lenders harmless from and against any loss, cost or expense incurred by the Lenders as a result of any failure by Borrower to complete the borrowing specified in such Notice of Borrowing (whether or not due to a failure to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III), such losses, costs and expenses to include, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund the Advance, when such Advance, as a result of such failure, is not made on the date requested for such Advance. (c) Subject to fulfillment of the applicable conditions set forth in this Article II and Article III below, each Lender will make available its Lender's Percentage of the Advance not later than 12:00 P.M. (Eastern Standard Time) in the amount and on the Funding Date requested for such Advance in same-day funds to the Agent at Agent's office at 301 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, xx wire transfer of such Advance for the account of Borrower. The Agent shall then make the Advance to the Borrower not later than 2:00 P.M. (Eastern Standard Time) in the amount and on the Funding Date requested for such Advance in same day funds by intra-bank transfer to Borrower's account maintained at FUNB, or by wire transfer to such other account as Borrower shall so direct by written notice to FUNB. (d) LIBOR Advances shall be made under subject to the Revolver B Loanfollowing additional conditions: (1) if, at any time, (bA) whether such Borrowing is a Lender shall determine that, by reasons of circumstances affecting foreign exchange and interbank markets generally, LIBOR deposits in the applicable amounts are not being offered to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advancethe Lender, or (cB) the duration introduction of or any change in or in the initial Interest Period interpretation (including reversals) of any law or regulation makes it unlawful, or any central bank or governmental authority asserts that it is unlawful, for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on to obtain funds in the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.London interbank

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice on notice, given (i) with respect to any Borrowing consisting of the BorrowerReference Rate Advances or Base Rate Advances, received by Administrative Agent not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) 10:00 a.m. pacific time three with respect to any Borrowing consisting of LIBOR Advances, not later than 11:00 a.m., Los Angeles time, on the third Business Days prior to Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit J (a "Notice of Borrowing"), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, (D) in the case of Advances which are a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Agent at its address referred to in Section 9.2, in immediately available funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Agent will make such funds available to the Borrower by crediting the Borrower's concentration account number 0880412175 at the Agent's aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 8:30 a.m., Los Angeles time, or of a Borrowing consisting of Base Rate Advances by 7:00 a.m., Los Angeles time, in either case on the day of the proposed Borrowing, the Agent and the Lenders will use their best efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Agent and the Lenders shall no longer be required to use their best efforts as described in this sentence if the Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) 9:00 a.m. pacific time in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") but no Lender shall be by telecopy or telephone, promptly confirmed by letter, in substantially responsible for the form failure of Exhibit F hereto specifying therein: (i) any other Lender to make the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether by such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each other Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct Noany Borrowing.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon Dallas, Texas time, three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances Advances, and (ii) 9:00 not later than 10:00 a.m. pacific Dallas, Texas time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F C hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) shall not when aggregated together with respect to Advances drawn under (without duplication) the sum of (I) prior to the Conversion Dateall other outstanding Advances, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, plus (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations Credit, plus (III) reimbursement obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment Available Commitment, and (B) shall (I) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaAmerica Plaza 901 Xxxx Xxxxxx 00xx Xxxxx Xxxxxx, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Xxxxx 00000 xxch Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requestedAdvances, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article V hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) at such account as shall have been specified by the Borrower. (c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal of the sum of (without duplication) (A) outstanding Advances, plus (B) the undrawn face amount of all outstanding Letters of Credit, plus (C) reimbursement obligations under Article III hereof, shall not exceed the Available Commitment. (d) No Interest Period for a Borrowing under the Loan shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a), and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice on notice, given (i) with respect to any Borrowing consisting of the BorrowerReference Rate Advances, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three 1:30 p.m., Los Angeles time, on the Business Days prior to Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of Advances which are a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.3(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's concentration account number 0880412175 at the Administrative Agent's aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) 9:00 a.m. pacific time in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") but no Lender shall be by telecopy or telephone, promptly confirmed by letter, in substantially responsible for the form failure of Exhibit F hereto specifying therein: (i) any other Lender to make the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether by such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each other Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct Noany Borrowing.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances under the Loan prior to the Conversion Date, Revolver B Advances and the Term Loan Advances Date shall be made upon the written notice of the BorrowerCompany, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 not later than 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing NoticeBORROWING NOTICE") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F EXHIBIT E hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of Commitment less the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount sum of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereofAdvances then outstanding, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders give prompt notice (which may be by telecopy or telephonic, to be confirmed by telecopy) of its receipt of a Borrowing Notice to each such noticeLender. Each Lender shall, before 1:00 2:00 p.m. pacific time on the date of each Advance hereunder under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaNationsBank Plaza 900 Xxxx Xxxxxx 00xx Xxxxx Xxxxxx, ABA NoXxxxx 00000 Attn. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, Txxxxxx Xxxx such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in ARTICLE III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to Company (other than with respect to a Refinancing Advance) by wiring Norwest Bank Minneapolis, N.A., ABA #000000000, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8000000000, Beneficiary Name: FFCA, or such other account as shall have been specified by Company. (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the aggregate principal of outstanding Advances shall not exceed the Commitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with SECTION 2.2(A), and Administrative Agent may, in reliance upon such assumption, make available to Company a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and Company severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to Company until the date such amount is repaid to Administrative Agent, at (i) in the case of Company, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. The obligation of Company under this SECTION 2.2(E) shall not affect or impair any right of Company against any Lender for such Lender's breach of its obligation to fund Advances. (f) The failure by any Lender to make available its Specified Percentage of any Advance shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any such Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified in the Borrowing Notice for an Advance, the conditions to such Advance set forth herein or (ii) Company's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior The Borrowing to be made on the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances Closing Date shall be made upon on notice given by the written notice of Borrower to the Borrower, received by Administrative Agent (i) if such Borrowing is to be composed of Base Rate Advances, not later than 11:00 a.m., California time, on the Business Day immediately preceding the date of the proposed Borrowing or (iii) 10:00 a.m. pacific time three if such Borrowing is to be composed of Eurodollar Rate Advances, not later than 3:00 p.m., California time, on the third Business Days prior to Day before the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date . The Administrative Agent will give each Lender prompt notice by telecopier of such Borrowing, in the case of Advances which are Base Rate Advances. Each such The Borrower’s notice of a such Borrowing (a "Borrowing Notice") to the Administrative Agent shall be given by telecopy or telephone, promptly confirmed by letter, an Authorized Officer in substantially the form of Exhibit F hereto B (the "Notice of Borrowing"), specifying therein: (iA) the requested date of such proposed Borrowing, Borrowing (which shall be a Business Day), and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (iiB) the requested Type of the Advances of which the Borrowing is to be comprised; compose such Borrowing, (iiiC) that the amount of such proposed Borrowing whichis $100,000,000, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (ivD) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base composed of Eurodollar Rate Advance or a LIBOR AdvanceAdvances, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the requested initial Interest Period for any Borrowing or Refinancing Advance, such Advances and (E) the fact that the statements set forth in Section 4.1(b) are true as applicable, comprised of LIBOR Advances, the date of such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such noticeBorrowing. Each Lender shall, before 1:00 p.m. pacific time 11:00 a.m., California time, on the date day of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance)such Borrowing, make available to the Administrative Agent by wire at its address referred to Bank of Americain Section 10.2, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Televisionin immediately available funds, such Lender's Applicable Specified Percentage ’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the aggregate applicable conditions specified in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the following account: FirstEnergy Service Company account number 323396496 at JPMorgan Chase Bank, ABA number 000000000, reference Penelec Term Loan. The Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Anything in Section 2.2(a) to the contrary notwithstanding, the Borrower may not request Eurodollar Rate Advances under for the respective Loan requested, Borrowing to be made on the Closing Date if the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances is then suspended pursuant to Section 2.6(c), 3.8 or 3.9. (c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for a Borrowing in the Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the Borrowing to be made on the Closing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the Closing Date in accordance with Section 2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in immediately available fundsthe case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of the Borrowing to be made on the Closing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the Closing Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the Closing Date.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to under the Conversion Date, Revolver B Advances and the Term Revolving Loan Advances shall be made upon the written notice of the BorrowerCompany, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 not later than 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F E hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Revolving Loan, shall not exceed the unused portion Commitment less the sum of Advances under the Revolver A CommitmentRevolving Loan plus Bid Rate Loans then outstanding, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, for the Revolving Loan in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any -24- Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders give prompt notice (which may be by telecopy or telephonic, to be confirmed by telecopy) of its receipt of a Borrowing Notice to each such noticeLender. Each Lender shall, before 1:00 2:00 p.m. pacific time on the date of each Advance hereunder under the Revolver A Loan, the Revolver B Revolving Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaNationsBank Plaza 901 Main Street 00xx Xxxxx Xxxxxx, ABA NoXxxxx 00000 Xttn. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, Theresa Belk such Lender's Applicable Specified Percentage Specixxxx Xxxxxxxage of the aggregate Advances under the respective Revolving Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Revolving Loan promptly available to Company (other than with respect to a Refinancing Advance) by wiring Norwest Bank Minneapolis, N.A., ABA #091000019, Beneficiary Bank: Noxxxxx Xxnk Arizona, Beneficiary Account: 8711701002, Beneficiary Name: FXXX, xx xxch other account as shall have been specified by Company. (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the aggregate principal of outstanding Advances, shall not exceed the Commitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (f) The failure by any Lender to make available its Specified Percentage of any Advance under the Revolving Loan shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any such Advance. In no event, however, shall any such Lender be responsible for the failure of any other Lender to make available any portion of any Advance. No Lender shall be relieved of its obligation to fund its Specified Percentage of any Advance under the Revolving Loan notwithstanding the fact that at any time the aggregate outstanding principal amount of all Bid Rate Loans and Advances under the Revolving Loan made by such Lender exceeds its Specified Percentage of the Commitment. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified in the Borrowing Notice for an Advance under the Revolving Loan, the conditions to such Advance set forth herein or (ii) Company's requesting that an Advance under the Revolving Loan not be made on the date specified in the Borrowing Notice. (h) With respect to each Borrowing consisting of Bid Rate Loans, Company shall give Administrative Agent and each Lender prior to 10:00 a.m., (i) in the case of LIBOR Bid Rate Loans, at least four Business Days prior to the proposed Borrowing and (ii) in the case of Absolute Bid Rate Loans, at least two Business Days prior to the proposed Borrowing, irrevocable written notice of its intention to borrow Bid Rate Loans. Such notice of borrowing shall specify (i) the requested funding date, which shall be a Business Day, (ii) the aggregate amount of the proposed Borrowing of Bid Rate Loans (which shall be at least $5,000,000 and which is an integral multiple of $1,000,000 in excess thereof), (iii) the term of the Bid Rate Loans selected by Company, provided that such term shall not extend past the Maturity Date, (iv) whether the Bid Rate Loans requested are Absolute Bid Rate Loans or LIBOR Bid Rate Loans, and (v) any other terms applicable thereto. Company shall pay a $1,000 non-refundable, administrative fee for the account of Administrative Agent for each notice of proposed Borrowing consisting of Bid Rate Loans. Such fee shall be paid to Administrative Agent on the date of delivery of Company's notice of intention to borrow Bid Rate Loans, and shall not be refunded notwithstanding that the proposed Borrowing is canceled by Borrower or no Lender offers to make a Bid Rate Loan. (i) Each Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Rate Loans to Company as part of such proposed Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by delivering a written quote to Administrative Agent before 10:00 a.m., (A) three Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Bid Rate Loans, and (B) one Business Day prior to the proposed date of Borrowing, in the case of a request for Absolute Bid Rate Loans, setting forth (A) the minimum amount (which shall be $1,000,000 or an integral multiple in excess thereof) and maximum amount of each Bid Rate Loan which such Lender would be willing to make as part of the proposed Borrowing (which amounts may exceed such Lender's Specified Percentage of the Commitment) and (B) the rate or rates of interest therefor. If any Lender shall fail to respond to Administrative Agent by such time, -26- such Lender shall be deemed to have elected not to make an offer. (ii) Not later than 11:00 a.m. (A) three Business Days prior to the proposed date of Borrowing in the case of LIBOR Bid Rate Loans and (B) on the date of the proposed Borrowing in the case of Absolute Bid Rate Loans, Company shall, in turn, either (A) cancel such proposed Borrowing by giving Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to clause (i) above, in its sole discretion, by giving notice to Administrative Agent of the amount of each Bid Rate Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, for which notification was given to Company by any Lender for such Bid Rate Loan pursuant to clause (i) above) to be made by each Lender as part of such Borrowing, and reject any remaining offers made by Lenders pursuant to clause (i) above by giving Administrative Agent notice to that effect; provided, however, that acceptance by Company of offers may only be made on the basis of ascending LIBOR Bid Rates and Absolute Bid Rates within each term with respect to Lenders whose outstanding Advances do not exceed or would not exceed as a result of such Bid Rate Loans its Specified Percentage of the Commitment; and, provided, further, that if offers are made by two or more such Lenders with the same LIBOR Bid Rates or Absolute Bid Rates for a greater aggregate principal amount than the amount for which such offers are accepted for the related term, the principal amount of Bid Rate Loans accepted shall be allocated by Company among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers. (iii) Administrative Agent shall promptly notify each bidding Lender whether or not its Bid Rate Loan has been accepted (which notice to those Lenders whose Bid Rate Loans have been accepted will be given within one hour from the time such bid was accepted by Company). After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall notify each bidding Lender (A) the aggregate amount of Bid Rate Loans made in connection with such proposed Borrowing, (B) each date on which any Bid Rate Loan shall mature, (C) the principal amount of Bid Rate Loans which shall mature on each such date, (D) the interest rate for each such Bid Rate Loan, (E) the highest and lowest bid submitted by Lenders in connection with each Bid Rate Loan request and (F) Lender making each such Bid Rate Loan. (iv) If Administrative Agent shall at any time elect to submit a bid for a Bid Rate Loan in its capacity as a Lender, it shall submit such bid directly to Company one-half hour earlier than the latest time at which other Lenders are required to submit their bid to -27- Administrative Agent pursuant to Section 2(h)(i) hereof. (v) If Company accepts one or more offers made by any Lender or Lenders pursuant to clause (ii)(B) above, each such Lender shall, unless any applicable condition specified in Article III hereof has not been satisfied, make the funds under the Bid Rate Loans promptly available to Company by wiring Norwest Bank Minneapolis, N.A., ABA # 091000019, Beneficiary Bank: Norwxxx Xxxx Arizona, Beneficiary Account: 8711701002, Beneficiary Name: FFCX, xx xxxx other account as shall have been specified by Company.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F D hereto --------- specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver A Advance, Revolver B Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances); (iii) the amount of such proposed Borrowing which, (A) with respect to in the case of Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) in the case of Advances under the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus Commitment, in the undrawn face amount case of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term LoanLoan A Initial Advance, shall not exceed the unused portion Term Loan A amount of $125,000,000, and in the case of the Term Loan Commitment and B Initial Advance, shall not exceed the Term Loan B amount of $175,000,000, (B) shall (I) shall, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under either of the Revolver A Commitment or the Revolver B Commitment, respectively), Commitments) and (IIC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Agent, at its office at Bank of AmericaAmerica Plaza, ABA No. 111 0000 12000 Xxxx Xxxxxx, Acct. Name: Corporate FTAXxxxxx, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower to the Administrative Agent in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Revolver A Advances shall not exceed the Revolver A Commitment and the aggregate principal amount of outstanding Revolver B Advances shall not exceed the Revolver B Commitment. (d) No Interest Period applicable to any Revolver Advance and Term Loan A Advance shall extend beyond the First Maturity Date, and no Interest Period applicable to any Term Loan B Advance shall extend beyond the Final Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any such Advance (that is not a Refinancing Advance), the Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances Advances, and (ii) 9:00 not later than 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not when aggregated together with all other outstanding Advances exceed the unused portion of the Revolver A Available Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaAmerica Plaza 901 Xxxx Xxxxxx 00xx Xxxxx Xxxxxx, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Xxxxx 00000 xxch Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requestedAdvances, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Facility promptly available to the Borrower (other than with respect to a Refinancing Advance) at such account as shall have been specified by the Borrower. (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in the aggregate in effect under the Facility and (ii) the aggregate principal of outstanding Advances plus the undrawn portion of all Letters of Credit shall not exceed the Available Commitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a), and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein:three (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver Advance, a Swingline Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances); (iii) the amount of such proposed Borrowing which, (A) with respect to in the case of Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) in the Revolver B case of Advances under the Swingline Loan, shall not exceed the unused portion of the Revolver B Commitment minus Swingline Commitment, in the undrawn face amount case of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term LoanLoan A Initial Advance, shall not exceed the unused portion Term Loan A amount of $125,000,000, and in the case of the Term Loan Commitment and B Initial Advance, shall not exceed the Term Loan B amount of $110,000,000, (B) shall (I) shall, in the case of a Borrowing of Base Rate Advances other than Swingline Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 50,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), ) and (IIC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such noticenotice except any notice with respect to a Swingline Advance. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance or Swingline Advance), make available to Administrative Agent by wire to Agent, at its office at Bank of AmericaAmerica Plaza, ABA No. 111 0000 12901 Xxxx Xxxxxx, Acct. Name: Corporate FTAXxxxxx, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance or a Swingline Advance) (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in effect, (ii) the aggregate principal amount of outstanding Revolver Advances shall not exceed the Commitment, and (iii) the aggregate principal amount of outstanding Swingline Advances shall not exceed the Swingline Commitment. (d) No Interest Period applicable to any Revolver Advance and Term Loan A Advance shall extend beyond the First Maturity Date, and no Interest Period applicable to any Term Loan B Advance shall extend beyond the Final Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any such Advance (that is not a Refinancing Advance or a Swingline Advance), the Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice. (h) In the case of Swingline Advances, the Borrower shall give the Swingline Bank and the Administrative Agent irrevocable telephonic notice in accordance with Section 2.02(a) hereof on the date of any proposed Swingline Advance (provided, however, (i) the Borrower shall deliver written notice at least once a week confirming the telephonic notices given by the Borrower with respect to Swingline Advances during the immediately preceding week and (ii) that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given) of its intention to borrow or reborrow a Swingline Advance. Such If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), each Lender hereby agrees that it shall forthwith purchase (as of the date on which the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Advances as shall be necessary to cause the Lenders to share in such Swingline Advances ratably based upon their Revolver Specified Percentages of the Commitment (determined before giving effect to any termination of the Commitment); provided that (i) all interest payable on the Swingline Advance shall be for the account SECTION 5. Addition of Section 2.03(a)(iv). A new Section 2.03(a)(iv) shall be added to the end of Section 2.03(a) of the Credit Agreement to read in its entirety as follows:

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances under the Loan prior to the Conversion Date, Revolver B Advances and the Term Loan Advances Date shall be made upon the written notice of the BorrowerCompany, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 not later than 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing NoticeBORROWING NOTICE") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F EXHIBIT E hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of Commitment less the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount sum of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereofAdvances then outstanding, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders give prompt notice (which may be by telecopy or telephonic, to be confirmed by telecopy) of its receipt of a Borrowing Notice to each such noticeLender. Each Lender shall, before 1:00 2:00 p.m. pacific time on the date of each Advance hereunder under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaAmerica Plaza 900 Xxxx Xxxxxx 00xx Xxxxx Xxxxxx, ABA NoXxxxx 00000 Attn. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, Txxxx Xxxxxx such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in ARTICLE III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to Company (other than with respect to a Refinancing Advance) by wiring Norwest Bank Minneapolis, N.A., ABA #000000000, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8000000000, Beneficiary Name: FFCA, or such other account as shall have been specified by Company. (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the aggregate principal of outstanding Advances shall not exceed the Commitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with SECTION 2.2(A), and Administrative Agent may, in reliance upon such assumption, make available to Company a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and Company severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to Company until the date such amount is repaid to Administrative Agent, at (i) in the case of Company, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. The obligation of Company under this SECTION 2.2(E) shall not affect or impair any right of Company against any Lender for such Lender's breach of its obligation to fund Advances. (f) The failure by any Lender to make available its Specified Percentage of any Advance shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any such Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by Company to fulfill, on or before the date specified in the Borrowing Notice for an Advance, the conditions to such Advance set forth herein or (ii) Company's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each such Borrowing shall be made on notice, given not later than 11:00 A.M. on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Advances, or not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or any lesser fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount if of such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively)Borrowing, and (IIiv) in the case of a Borrowing consisting of LIBOR SOFR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such noticeAdvance. Each Lender shall, before 1:00 p.m. pacific 3:00 P.M. on the applicable Borrowing Date, make available for the account of its applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Xxxxxx’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make SOFR Advances shall then be suspended pursuant to Section 2.12(b), 2.12(e) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Section 3.02, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) In connection with any borrowing hereunder, the Administrative Agent may assume that each Lender has made its respective share of such borrowing available on such date in accordance with the terms hereof and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount, with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Advance included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of each such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made by such other Lender on that day in immediately available fundsthe date of any Borrowing.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each such Borrowing shall be made on notice, given not later than 11:00 A.M. on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar RateSOFR Advances, or not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or any lesser fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount if of such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively)Borrowing, and (IIiv) in the case of a Borrowing consisting of LIBOR Eurodollar RateSOFR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such noticeAdvance. Each Lender shall, before 1:00 p.m. pacific 3:00 P.M. on the applicable Borrowing Date, make available for the account of its Applicableapplicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. 26 AmericasActive:16797229.116797229.4 (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar RateSOFR Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar RateSOFR Advances shall then be suspended pursuant to Section 2.12(b), 2.12(e) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar RateSOFR Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Section 3.02, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing DateIn connection with any borrowing hereunder, the Administrative Agent may assume that sucheach Lender has made its respective share of such portionborrowing available to the Administrative Agent on such Borrowing Datedate in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to)the terms hereof and may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent thatIn such event, if a Lender shallhas not have soin fact made such Advanceits share of the applicable borrowing available to the Administrative Agent, suchthen the applicable Lender and the Borrower severally agree to repaypay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from and including the date such amount is made available to the Borrower untilto but excluding the date such amount is repaidof payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate applicable at the time to Base Rate Advances comprising such Borrowing. If the Borrower and (ii) in the case of such Lender, the Federal Funds Rate shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repaypays its share of the applicable borrowing to the Administrative Agent such corresponding amount, such, then the amount so repaidpaid shall constitute such Lender’s Advance as part ofincluded in such Borrowing for purposes of this Agreementborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of each such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made by such other Lender on that day in immediately available fundsthe date of any Borrowing. 27 AmericasActive:16797229.116797229.4 SECTION 2.03 [Reserved].

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances Advance shall be made upon the written notice (or continued for an additional Interest Period, if applicable), following a Notice of the Borrower, Borrowing received by Administrative Agent not later than 2:00 P.M. (Eastern Standard Time) on (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate AdvancesLIBOR Advance, be in an amount of not less than $2,000,000 the 4th Business Day prior to, or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (IIii) in the case of a Borrowing of LIBOR AdvancesPrime Advance, the 2nd Business Day prior to, the requested Funding Date (which requested Funding Date must be in an amount of not a Business Day); provided, however, that: (1) if Borrower fails to elect any particular interest rate, or if the requested Funding Date is less than $2,000,000 or an integral multiple 4 Business Days following such Notice of $1,000,000 in excess thereofBorrowing, Borrower shall be deemed to have elected the Prime Interest Rate; and (iv2) if Borrower shall have delivered to Agent the statements referred to in Section 3.1(c) and Section 3.1(d) prior to or concurrently with the applicable Notice of Borrowing described above. (b) Each Notice of Borrowing shall be irrevocable and binding on Borrower. Following any Notice of Borrowing, Borrower indemnifies and agrees to hold the Lenders harmless from and against any loss, cost or expense incurred by the Lenders as a result of any failure by Borrower to complete the borrowing specified in such Notice of Borrowing (whether or not due to a failure to fulfill on or before the date specified in such Notice of Borrowing the applicable conditions set forth in Article III), such losses, costs and expenses to include, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund the Advance, when such Advance, as a result of such failure, is not made on the date requested for such Advance. (c) Subject to be comprised fulfillment of LIBOR Advancesthe applicable conditions set forth in this Article II and Article III below, the duration Lenders will make the Advance not later than 2:00 P.M. (Eastern Standard Time) in the amount and on the date requested for such Advance in same-day funds at Agent's office at 301 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, xx wire transfer of such Advance on behalf of Borrower to Borrower's account maintained at FUNB, or to such other account as Borrower shall so direct by written notice to FUNB. (d) LIBOR Advances shall be subject to the following additional conditions: (1) if, at any time, (A) the Lenders shall determine that, by reasons of circumstances affecting foreign exchange and interbank markets generally, LIBOR deposits in the applicable amounts are not being offered to the Lenders, or (B) the introduction of or any change in or in the interpretation (including reversals) of any law or regulation makes it unlawful, or any central bank or governmental authority asserts that it is unlawful, for the Lenders to obtain funds in the London interbank market to fund or maintain a LIBOR Advance or otherwise to perform its obligations hereunder with respect to any such Advance, the Lenders' obligation to make or maintain any LIBOR Advance, and the right of Borrower to select any LIBOR Interest Rate, shall be suspended until the circumstances causing such suspension no longer exist, and the applicable LIBOR Interest Rate for any outstanding LIBOR Advance shall immediately be converted to the Prime Interest Rate for such LIBOR Advance for the remainder of the initial Interest Period; (2) LIBOR Advances may be repaid or prepaid only on the last Business Day of the Interest Period applicable to such AdvancesAdvance. Borrower may elect to maintain any outstanding LIBOR Advance for an additional Interest Period by delivering a Notice of Borrowing to Agent making such election within the time period required for such notices as set forth in this Section 2.2. If any LIBOR Advance is not repaid or prepaid on the last Business Day of the Interest Period, and Borrower has not otherwise timely delivered a Notice of Borrowing electing to continue such LIBOR Advance for an additional Interest Period elected by Borrower in such Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loanof Borrowing, then such Borrowing shall Borrower will be deemed to be have elected to maintain such Advance outstanding as a Prime Advance. If, as a result of a payment made under by Borrower due to acceleration of the Revolver B Loanmaturity of the Notes pursuant to Section 8.2 or due to any other reason, (b) whether the Lenders receive payment of any principal amount of any LIBOR Advance on a day other than the last day of the Interest Period for such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then or Borrower fails to make any payment of principal outstanding under any LIBOR Advance when due under the Notes, Borrower shall pay to Agent on demand that amount, if any, required to compensate the Lenders for additional losses, costs or expenses which the Lenders may incur as a result of such Borrowing shall be deemed to be a Base Rate Advancepayment or nonpayment, including, without limitation, any loss (including loss of anticipated profits), cost or (c) the duration expense incurred by reason of the initial Interest Period for any Borrowing liquidation or Refinancing reemployment of deposits or other funds acquired by the Lenders to fund or maintain such LIBOR Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the on written notice of the Borrowerrequest, received by Administrative Agent given not later than 11:00 A.M. (iEastern time) 10:00 a.m. pacific time at least three Business Days prior to the date of the proposed BorrowingAdvances, in from the case Borrower to the Agent, identifying the real estate to be purchased or the capital improvements to be made, specifying the date and amount of Advances which are LIBOR the Advances and selecting the initial Interest Period for such Advances. The Agent shall give prompt written notice of each borrowing request to the Banks. Not later than 1:00 P.M. (iiEastern time) 9:00 a.m. pacific time on the date of such BorrowingAdvances and upon fulfillment of the applicable conditions set forth in Article Error! Reference source not found, each Bank will make its ratable share of such Advances available to the Agent in same day funds in accordance with such Banks Commitment Percentage. Upon the case Agent's receipt of such funds, it shall credit the proceeds to the Borrower's operating account with the Agent. (b) Each written request from the Borrower to the Agent for Advances which are Base Rate Advancesshall be irrevocable and binding on the Borrower. Each The Borrower shall indemnify each Bank against any loss, cost or expense incurred by such notice Bank as a result of any failure to fulfill on or before the date specified in such request for such Advances the applicable conditions set forth in Article Error! Reference source not found, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Advance when the Advance, as a Borrowing result of such failure, is not made on such date. (a c) The Advances shall be repaid on the Termination Date, unless converted into Term Loans as provided in Section Error! Reference source not found below. (d) On the date of the closing of this Agreement (the "Borrowing NoticeClosing Date"), all indebtedness outstanding under the July 27, 1995 Credit Agreement between the Borrower, Crestar Bank and Signet Bank/Virginia (the "Existing Credit Agreement") shall be by telecopy or telephone, promptly confirmed by letter, in substantially repaid with Advances under this Agreement and the form Existing Credit Agreement shall be terminated as of Exhibit F hereto specifying therein:the Closing Date. (ie) Unless the Agent shall have received notice from a Bank prior to the date of any Advances that such Bank will not make available to the Agent such Bank's ratable portion of such Advances, the Agent may assume that such Bank has made such portion available to the Agent on the date of such proposed BorrowingAdvances in accordance with Section 2.2(a) and the Agent may, which shall be a Business Dayin reliance upon such assumption, and whether such Borrowing will be under the Revolver A Loan prior make available to the Conversion Date, the Revolver B Loan, or, in the case of an Advance Borrower on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior date a corresponding amount. If and to the Conversion Date, the Revolver A Loan, extent that such Bank shall not exceed have so made such ratable portion available to the unused portion of Agent, such Bank and the Revolver A CommitmentBorrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I1) in the case of a Borrowing of Base Rate the Borrower, the interest rate applicable at the time to such Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II2) in the case of a Borrowing such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Advance for purposes of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; andthis Agreement. (ivf) if The failure of any Bank to make the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed Advances to be made under by such Bank shall not relieve the Revolver B Loanother Banks of their obligations, (b) whether such Borrowing is if any, hereunder to be a Base Rate Advance or a LIBOR Advancemake their Advances, then such Borrowing but none of the Banks shall be deemed to be a Base Rate Advance, or (c) responsible for the duration failure of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR other Banks to make Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice on notice, given (i) with respect to any Borrowing consisting of the BorrowerReference Rate Advances, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three 1:30 p.m., Los Angeles time, on the Business Days prior to Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit D (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $1,000,000 (or, in the case of Advances which are a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $500,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.3(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) 9:00 a.m. pacific time in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") but no Lender shall be by telecopy or telephone, promptly confirmed by letter, in substantially responsible for the form failure of Exhibit F hereto specifying therein: (i) any other Lender to make the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether by such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each other Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct. Name: Corporate FTA, Acct Noany Borrowing.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent Lender not later than (i) 10:00 a.m. pacific time three two Business Days prior to the date of the proposed Borrowing, borrowing in the case of Advances which are LIBOR Advances Advances, and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate AdvancesAdvance. Each such notice of a Borrowing borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F A hereto specifying therein: (i) the date of such proposed Borrowingborrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type type of Advances of which the Borrowing borrowing is to be comprised; (iii) the amount of such proposed Borrowing borrowing which, : (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Available Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 100,000 or an integral multiple of $1,000,000 50,000 in excess thereof; and (iv) if the Borrowing borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent Lender shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaLender, ABA No. 111 0000 12at its office at 300 1st Avenue South, Acct. Name: Corporate FTASt. Petersxxxx, Acct No.: 3750836479Xxxxxxx 00000, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, such Lender's Applicable Specified Percentage xxxx Xxxxxx'x Xxxxxxxxx Xxxxxxtage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Section 5 has not been satisfied, Administrative Under will make the funds promptly available to the Borrower by wiring such amounts pursuant to any wiring instructions specified by the Borrower to the Administrative Lender in writing. (c) After giving effect to any borrowing, the aggregate principal amount of outstanding Advances shall not exceed the Available Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date (e) Unless a Lender shall have notified Administrative Lender prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Lender may assume that such Lender has made the appropriate amount available in accordance with Section 2.2(a) hereof, and Administrative Lender may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Lender, such Lender and the Borrower severally agree to repay to Administrative Lender immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Lender, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent Lender not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Revolving Advances which are LIBOR Advances and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Revolving Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F D hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all less outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate AdvancesAdvances under the Revolving Loan, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR AdvancesAdvances under the Revolving Loan, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent Lender shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Revolving Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaLender, ABA No. 111 0000 12at its office at NationsBank Plaza, Acct. Name: Corporate FTA000 Xxxx Xxxxxx, Acct No.: 3750836479Xxxxxx, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Revolving Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at the Administrative Lender, in each case as specified by the Borrower to the Administrative Lender in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than seven different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Advances under the Revolving Loan, Letters of Credit, and reimbursement obligations under Article III shall not exceed the Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Lender prior to the date of any Revolving Advance that it will not make available its Specified Percentage of any Revolving Advance, Administrative Lender may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Lender may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Lender, such Lender and the Borrower severally agree to repay to Administrative Lender immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Lender, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Revolving Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Revolving Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Revolving Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein (including a Refinancing Advance) or (ii) the Borrower's requesting that an Advance (including a Refinancing Advance) not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to under the Conversion Date, Revolver B Advances and the Term Revolving Loan Advances shall be made upon the written notice of the BorrowerCompany, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 not later than 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing NoticeBORROWING NOTICE") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F EXHIBIT E hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Revolving Loan, shall not exceed the unused portion Commitment less the sum of Advances under the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit Revolving Loan plus Swing Line Loans and Reimbursement Obligations under Article III hereofthen outstanding, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, for the Revolving Loan in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders give prompt notice (which may be by telecopy or telephonic, to be confirmed by telecopy) of its receipt of a Borrowing Notice to each such noticeLender. Each Lender shall, before 1:00 2:00 p.m. pacific time on the date of each Advance hereunder under the Revolver A Loan, the Revolver B Revolving Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaAmerica Plaza 900 Xxxx Xxxxxx 00xx Xxxxx Xxxxxx, ABA NoXxxxx 00000 Attn. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, Txxxx Xxxxxx such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Revolving Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in ARTICLE III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Revolving Loan promptly available to Company (other than with respect to a Refinancing Advance) by wiring Norwest Bank Minneapolis, N.A., ABA #000000000, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8000000000, Beneficiary Name: FFCA, or such other account as shall have been specified by Company. (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the aggregate principal of outstanding Advances, Swing Line Loans and Reimbursement Obligations shall not exceed the Commitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance under the Revolving Loan that it will not make available its Specified Percentage of any such Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with SECTION

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F D hereto --------- specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances); (iii) the amount of such proposed Borrowing which, (A) with respect to in the case of Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, (II) in the Revolver B Loancase of the Term Loan A Initial Advance, shall not exceed the unused portion Term Loan A amount of $125,000,000, and in the case of the Revolver Term Loan B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term LoanInitial Advance, shall not exceed the unused portion of the Term Loan Commitment and B amount of $110,000,000, (B) shall (I) shall, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 50,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), ) and (IIC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Agent, at its office at Bank of AmericaAmerica Plaza, ABA No. 111 0000 12000 Xxxx Xxxxxx, Acct. Name: Corporate FTAXxxxxx, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower to the Administrative Agent in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Revolver Advances shall not exceed the Commitment. (d) No Interest Period applicable to any Revolver Advance and Term Loan A Advance shall extend beyond the First Maturity Date, and no Interest Period applicable to any Term Loan B Advance shall extend beyond the Final Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any such Advance (that is not a Refinancing Advance), the Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) whether such Advance is to be a Revolving Advance or a Term Loan Initial Advance, and the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to in the Conversion Date, the Revolver A Loancase of Revolving Advances, shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all less outstanding Letters of Credit and Reimbursement Obligations under Article III hereofCredit, and (III) in the case of Term Loan, Advances shall not exceed the unused portion of the either be a Term Loan Commitment and Initial Advance or a Refinancing Advance, (B) shall (I) in the case of a Borrowing of Base Rate AdvancesAdvances under the Revolving Loan, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances under the Revolving Loan, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (C) shall, in the case of a Borrowing under the Term Loan (of either a Term Loan Initial Advance or a Refinancing Advance under the Term Loan that is a Borrowing of Base Advances or LIBOR Advances, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof (or, for any Refinancing Advance under the Term Loan, any lesser amount if such amount is the remaining portion under the Term Loan); and (iv) if the Borrowing under the Revolving Loan or the Term Loan is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent Lender shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Revolving Loan hereunder (other than a Refinancing Advance)) or a Term Loan Initial Advance, make available to Administrative Agent by wire to Bank of AmericaLender, ABA No. 111 0000 12at its office at NationsBank Plaza, Acct. Name: Corporate FTA000 Xxxx Xxxxxx, Acct No.: 3750836479Xxxxxx, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Revolving Loan requested, and/or the Term Loan Initial Advance to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at the Administrative Lender, in each case as specified by the Borrower to the Administrative Lender in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than seven different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Advances under the Revolving Loan, Letters of Credit, and reimbursement obligations under Article III shall not exceed the Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Lender prior to the date of any Revolving Advance or Term Loan Initial Advance that it will not make available its Specified Percentage of any Revolving Advance or Term Loan Initial Advance, Administrative Lender may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Lender may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Lender, such Lender and the Borrower severally agree to repay to Administrative Lender immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Lender, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Revolving Advance or Term Loan Initial Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Revolving Advance or Term Loan Initial Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Revolving Advance or Term Loan Initial Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein (including a Refinancing Advance) or (ii) the Borrower's requesting that an Advance (including a Refinancing Advance) not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to under the Conversion Date, Revolver B Advances Revolving Loan and the Term Loan Advances shall be made upon the written notice of the BorrowerCompany, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 not later than 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Revolving Loan, shall not exceed the unused portion Commitment less the sum of Advances under the Revolver A CommitmentRevolving Loan plus Bid Rate Loans then outstanding, (IIB) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations with -30- respect to Advances under Article III hereof, and (III) the Term Loan, shall not not, when aggregated together with all other outstanding Advances under the Term Loan, exceed the unused portion of the Reduced Term Loan Commitment Amount and (BC) shall (I) shall, for the Revolving Loan and Term Loan in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders give prompt notice (which may be by telecopy or telephonic, to be confirmed by telecopy) of its receipt of a Borrowing Notice to each such noticeLender. Each Lender shall, before 1:00 2:00 p.m. pacific time on the date of each Advance hereunder under the Revolver A Loan, the Revolver B Revolving Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaNationsBank Plaza 901 Main Street 00xx Xxxxx Xxxxxx, ABA NoXxxxx 00000 Attn. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, Theresa Belk such Lender's Applicable Specified Percentage Spexxxxxx Xxxxxntage of the aggregate Advances under the respective Revolving Loan requested, to be made on that day in immediately available funds.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan DIP Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time 12:00 noon Pacific Time on the date of prior to such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F C hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, which shall not exceed the unused portion of the Revolver A DIP Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iviii) if the Borrowing is to be comprised of LIBOR Advances, certification by the duration Borrower that (i) the use of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify Advance is in accordance with an Approved Budget and (aii) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration each of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monthconditions to Advances set forth in Article IV hereof have been satisfied. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 2:00 p.m. pacific time Pacific Time on the date of each DIP Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Agent, at its office at Bank of AmericaAmerica Plaza, ABA No. 111 0000 12000 Xxxx Xxxxxx, Acct. Name: Corporate FTAXxxxxx, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable DIP Specified Percentage of the aggregate DIP Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV hereof has not been satisfied, as determined by the Administrative Agent in its discretion, Administrative Agent, upon receipt of fund from the Lenders, will make the funds promptly available to the Borrower by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at the Administrative Agent, in each case as specified by the Borrower to the Administrative Agent in writing. (c) After giving effect to any Borrowing, the aggregate principal amount of outstanding DIP Advances shall not exceed the DIP Commitment. (d) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its DIP Specified Percentage of any DIP Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (e) The failure by any Lender to make available its DIP Specified Percentage of any DIP Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its DIP Specified Percentage of any DIP Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any DIP Advance.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on 3:00 p.m. one Business Day prior to the date of such the proposed Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F D hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to or the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Special Purpose Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, Commitment less outstanding Letters of Credit and reimbursement obligations and (II) the Revolver B Special Purpose Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereofSpecial Purpose Commitment, and (III) the Term Loanif any, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Special Purpose Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Special Purpose Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Special Purpose Loan hereunder (other than a Refinancing Advance), or on the Closing Date with respect to the initial Term Loan Advance, make available to Administrative Agent by wire to Bank of AmericaAgent, ABA No. 111 0000 12at its office at NationsBank Plaza, Acct. Name: Corporate FTA901 Xxxx Xxxxxx, Acct No.: 3750836479Xxxxxx, Attn: Chanxxx XxxxxXxxxx 00000, Xx: Northland Cable Television, such xxch Lender's Applicable Revolver Specified Percentage or Special Purpose Specified Percentage, as applicable, of the aggregate Advances under the respective Revolver Loan requestedor Special Purpose Loan, as applicable, to be made on that day in immediately available funds, or such Lender's Term Loan Specified Percentage of the initial Term Loan Advance to be made on the Closing Date in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at the Administrative Agent, in each case as specified by the Borrower to the Administrative Agent in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than seven different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Advances under (A) the Revolver Loan, plus the sum of the outstanding face amount of the Letters of Credit, and reimbursement obligations under Article III shall not exceed the Revolver Commitment and (B) the Special Purpose Loan shall not exceed the Special Purpose Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower and the Parent shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for an Advance, the conditions to the Advance set forth herein (including a Refinancing Advance) or (ii) the Borrower's requesting that an Advance (including a Refinancing Advance) not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to under the Conversion Date, Revolver B Advances and the Term Revolving Loan Advances shall be made upon the written notice of the BorrowerCompany, received by Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 not later than 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephonetelecopy, promptly confirmed by letter, in substantially the form of Exhibit F E hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Revolving Loan, shall not exceed the unused portion Commitment less the sum of Advances under the Revolver A CommitmentRevolving Loan plus Bid Rate Loans then outstanding, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, for the Revolving Loan in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders give prompt notice (which may be by telecopy or telephonic, to be confirmed by telecopy) of its receipt of a Borrowing Notice to each such noticeLender. Each Lender shall, before 1:00 2:00 p.m. pacific time on the date of each Advance hereunder under the Revolver A Loan, the Revolver B Revolving Loan and the Term Loan hereunder (other than a -25- Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaNationsBank Plaza 900 Xxxx Xxxxxx 00xx Xxxxx Xxxxxx, ABA NoXxxxx 00000 Attn. 111 0000 12, Acct. Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable Television, Txxxxxx Xxxx such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Revolving Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Revolving Loan promptly available to Company (other than with respect to a Refinancing Advance) by wiring Norwest Bank Minneapolis, N.A., ABA #000000000, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8000000000, Beneficiary Name: FFCA, or such other account as shall have been specified by Company. (c) After giving effect to any Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the aggregate principal of outstanding Advances, shall not exceed the Commitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance under the Revolving Loan that it will not make available its Specified Percentage of any such Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.2(a), and Administrative Agent may, in reliance upon such assumption, make available to Company a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and Company severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to Company until the date such amount is repaid to Administrative Agent, at (i) in the case of Company, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. The obligation of Company under this Section 2.2(e) shall not affect or impair any right of Company against any Lender for such Lender's breach of its obligation to fund Advances under the Revolving Loan. (f) The failure by any Lender to make available its Specified Percentage of any Advance under the Revolving Loan shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any such Advance. In no event, however, shall any -26- such Lender be responsible for the failure of any other Lender to make available any portion of any Advance. No Lender shall be relieved of its obligation to fund its Specified Percentage of any Advance under the Revolving Loan notwithstanding the fact that at any time the aggregate outstanding principal amount of all Bid Rate Loans and Advances under the Revolving Loan made by such Lender exceeds its Specified Percentage of the Commitment. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified in the Borrowing Notice for an Advance under the Revolving Loan, the conditions to such Advance set forth herein or (ii) Company's requesting that an Advance under the Revolving Loan not be made on the date specified in the Borrowing Notice. (h) With respect to each Borrowing consisting of Bid Rate Loans, Company shall give Administrative Agent and each Lender prior to 10:00 a.m., (i) in the case of LIBOR Bid Rate Loans, at least four Business Days prior to the proposed Borrowing and (ii) in the case of Absolute Bid Rate Loans, at least two Business Days prior to the proposed Borrowing, irrevocable written notice of its intention to borrow Bid Rate Loans. Such notice of borrowing shall specify (i) the requested funding date, which shall be a Business Day, (ii) the aggregate amount of the proposed Borrowing of Bid Rate Loans (which shall be at least $10,000,000 and which is an integral multiple of $1,000,000 in excess thereof), (iii) the term of the Bid Rate Loans selected by Company, provided that such term shall not extend past the Maturity Date, (iv) whether the Bid Rate Loans requested are Absolute Bid Rate Loans or LIBOR Bid Rate Loans, and (v) any other terms applicable thereto. Company shall pay a $1,000 non-refundable, administrative fee for the account of Administrative Agent for each notice of proposed Borrowing consisting of Bid Rate Loans. Such fee shall be paid to Administrative Agent on the date of delivery of Company's notice of intention to borrow Bid Rate Loans, and shall not be refunded notwithstanding that the proposed Borrowing is canceled by Borrower or no Lender offers to make a Bid Rate Loan. (i) Each Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Rate Loans to Company as part of such proposed Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by delivering a written quote to Administrative Agent before 10:00 a.m., (A) three Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Bid Rate Loans, and (B) one Business Day prior to the proposed date of Borrowing, in the case of a request for Absolute Bid Rate Loans, setting forth (A) the minimum amount (which shall be $1,000,000 or an integral multiple in excess thereof) and maximum amount of each Bid Rate Loan which such Lender would be willing to make as part of the proposed Borrowing (which amounts may exceed such Lender's Specified Percentage of the Commitment) and (B) the rate or rates of interest therefor. If any Lender shall fail to respond to Administrative Agent by such time, such Lender shall be deemed to have elected not to make an offer. -27-

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent Lender not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 10:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F D hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to in the Conversion Date, the Revolver A Loancase of Advances, shall not exceed the unused portion of the Revolver A Available Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) shall, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 100,000 or an integral multiple of $1,000,000 50,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Available Commitment, respectively), ) and (IIC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent Lender shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Bank of AmericaLender, ABA No. 111 0000 12at its office at NationsBank Plaza, Acct. Name: Corporate FTA000 Xxxx Xxxxxx, Acct No.: 3750836479Xxxxxx, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower to the Administrative Lender in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Advances, Letters of Credit, and reimbursement obligations under Article III shall not exceed the Available Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Lender prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Lender may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Lender may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Lender, such Lender and the Borrower severally agree to repay to Administrative Lender immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Lender, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) with respect to Advances drawn under (I) prior to the Conversion Date, the Revolver A Loan, which shall not exceed the unused portion of the Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all outstanding Letters of Credit and Reimbursement Obligations under Article III hereof, and (III) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (IA) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver A Commitment or the Revolver B Commitment, respectively), and (IIB) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific time on the date of each Advance under the Revolver A Loan, the Revolver B Loan and the Term Loan Loans hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Agent, at its office at Bank of AmericaAmerica Plaza, ABA No. 111 0000 12000 Xxxx Xxxxxx, Acct. Name: Corporate FTAXxxxxx, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Specified Percentage of the aggregate Advances under the respective Loan requested, Advance requested to be made on that day in immediately available funds. (b Availability of Funds. Unless any applicable condition specified in Article III has not been satisfied, Administrative Agent will make the funds promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at the Administrative Agent, in each case as specified by the Borrower to the Administrative Agent in writing.

Making Advances. (a) Revolver A Advances Prior to the Conversion Date, Revolver B Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to the Conversion Date, Revolver B Advances and the Term Loan Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the date of the proposed Borrowing, in the case of Advances which are LIBOR Advances and (ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit F hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver A Loan prior to the Conversion Date, the Revolver B Loan, or, in the case of an Advance on the Closing Date under the Term Loan; (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, which (A) with respect to Advances drawn under (I) prior to the Conversion DateDomestic Revolver Loan shall not exceed the unused portion of the Domestic Revolver Commitment, (II) the Foreign Revolver A Loan, shall not exceed the unused portion of the Foreign Revolver A Commitment, (II) the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment minus the undrawn face amount of all less outstanding Letters of Credit and Reimbursement Obligations under Article III hereofreimbursement obligations (or if any Letter of Credit or reimbursement obligation shall be in a currency other than Dollars, and (IIIthe Dollar equivalent of such currency) the Term Loan, shall not exceed the unused portion of the Term Loan Commitment and (B) shall (I) in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Domestic Revolver A Commitment or the Foreign Revolver B Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $2,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof (or any lesser amount if such amount is the remaining undrawn portion under the Domestic Revolver Commitment or the Foreign Revolver Commitment, respectively); and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a Base Rate Advance, or (c) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 2:00 p.m. pacific time on the date of each Advance under the Domestic Revolver A Loan, Loan or the Foreign Revolver B Loan and the Term Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent by wire to Agent, at its office at Bank of AmericaAmerica Plaza, ABA No. 111 0000 12000 Xxxx Xxxxxx, Acct. Name: Corporate FTAXxxxxx, Acct No.: 3750836479, Attn: Chanxxx Xxxxx, Xx: Northland Cable TelevisionXxxxx 00000, such Lender's Applicable Domestic Revolver Specified Percentage and Foreign Revolver Specified Percentage of the aggregate Advances under the respective Loan requestedLoans, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the applicable Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the applicable Borrower at the Administrative Agent, in each case as specified by the applicable Borrower to the Administrative Agent in writing. (c) After giving effect to any Borrowing, (i) there shall not be more than seven different Interest Periods in effect and (ii) the aggregate principal amount of outstanding Advances under (A) the Domestic Revolver Loan shall not exceed the Domestic Revolver Commitment, and (B) the Foreign Revolver Loan, plus the sum of the outstanding amount available to be drawn under all outstanding Letters of Credit, and reimbursement obligations under Article III (or if any Letter of Credit or reimbursement obligation shall be denominated in a currency other than Dollars, the Dollar equivalent of such currency) shall not exceed the Foreign Revolver Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the applicable Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to such Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of such Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The applicable Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for an Advance, the conditions to the Advance set forth herein (including a Refinancing Advance) or (ii) such Borrower's requesting that an Advance (including a Refinancing Advance) not be made on the date specified in the Borrowing Notice.