Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by the Company to the Administrative Agent in the form of a Notice of Borrowing, which must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days prior to the requested borrowing date in the case of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of the Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowingirrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco a) 11:00 A.M., New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Term Benchmark Loans; and , or (iib) one Business Day prior to 1:00 P.M., New York City time, on the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans, specifying: . Each such notice shall specify (Ai) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Term Benchmark Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Term Benchmark Loans, the respective lengths of the Borrowing, which initial Interest Periods therefor. Each borrowing under the Commitments shall be in an aggregate minimum principal amount equal to (x) in the case of ABR Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Term Benchmark Loans, such Interest Period shall $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be one month. (b) in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 9.2 prior to 3:00 P.M., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this AgreementIn order to borrow under the Revolving Credit Commitments or the Term Commitments, each Borrowing of Loans shall be made upon Requisite Notice by the Company to Borrower must give the Administrative Agent notice substantially in the form of Exhibit B (a Notice of Borrowing“Borrowing Request”), which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco a) 11:00 a.m., New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, in the case of a Eurodollar Rate Loans; and Borrowing or (iib) one 11:00 a.m., New York City time, on the Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate Loansan ABR Borrowing. The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, specifying: (Aii) the amount of to be borrowed, (iii) the Borrowingrequested Borrowing Date (which must be the Closing Date, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; a Term Borrowing), (B) the requested borrowing date, which shall be a Business Day; (Civ) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate ABR Loans; , (Dv) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest Period therefor, and (vi) the Tranche under location and number of Borrower’s account to which such funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is requested; and (E) specified, then the duration of the requested Borrowing shall be an ABR Borrowing. If no Interest Period applicable is specified with respect to any requested Eurodollar Rate Loans included in such notice. If the Notice of Borrowing Borrowing, then Borrower shall fail be deemed to specify the duration of the have selected an Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month’s duration. (b) Upon receipt Each Borrowing shall be in a minimum aggregate principal amount of (i) in the case of a Term Borrowing, $5.0 million or an integral multiple of $1.0 million in excess thereof, or (ii) in the case of a Revolving Credit Borrowing, $1.0 million or an integral multiple of $1.0 million in excess thereof or, if less, the aggregate amount of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowingthen Available Revolving Credit Commitments. (c) Upon receipt of the Term Borrowing Request, the Administrative Agent shall promptly notify each Term Lender of the aggregate amount of the Term Borrowing. Each Term Lender will make the amount of its Pro Rata Share of the Borrowing Term Commitment available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 9.01 prior to 10:00 a.m., New York City time) , on the borrowing date requested by the Company Closing Date in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, Amounts so received by the proceeds of all such Loans Administrative Agent will then promptly be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent specified in this AgreementSection 9.01 prior to 12:00 noon, after giving effect New York City time, on the Borrowing Date requested by Borrower in funds immediately available to any Borrowingthe Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided, conversion or continuation however, that if on the Borrowing Date of any LoansRevolving Loans to be made to Borrower, there any Swingline Loans made to Borrower or any Revolving LC Disbursements shall not be more than an aggregate then outstanding, the proceeds of 15 Interest Periods for all Eurodollar Rate such Revolving Loans outstanding at shall first be applied to pay in full such Swingline Loans or Revolving LC Disbursements, with any remaining proceeds to be made available to Borrower as provided above; and provided, further, that ABR Revolving Loans made to finance the time any such determination is made reimbursement of a Revolving LC Disbursement as provided in effect at any one timeSection 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by Borrower may borrow under the Company Commitments (subject to the Administrative limitations on the availability of Eurodollar Rate Loans), during the Commitment Period, provided Borrower shall give Agent in written (which may be by electronic mail) notice (the form of a "Notice of Borrowing"), which Notice of Borrowing must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) prior to 12:00 noon, at least three (3) Business Days prior to the requested Borrowing Date for that part of the requested borrowing date that is to be Eurodollar Rate Loans, or (ii) prior to 11:00 a.m., on or before the requested Borrowing Date for that part of the requested borrowing that is to be ABR Loans which Notice of Borrowing, in the case of ABR Loan(s), shall be irrevocable. Each Notice of Borrowing shall specify (A) the Borrowing Date (which shall be a Business Day), (B) the amount of the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans or a combination thereof and (D) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing pursuant to the Commitments shall be in the principal amount (1) in the case of ABR Loans, of $1,000,000 or any larger amount which is an even multiple of $100,000, and (2) in the case of Eurodollar Rate Loans; , of $10,000,000 or any larger amount which is an even multiple of $1,000,000. (b) After the Borrower gives Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 10:00 a.m., two Business Days prior to the requested Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in the Notice of Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower selects Eurodollar Rate Loan(s) on such Borrowing Date and, if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower's confirmation is not timely made, the Borrower shall be deemed to have requested a borrowing entirely as an ABR Loan in the aggregate amount and on the Borrowing Date specified in the Notice of Borrowing (c) By 1:00 p.m., (i) with respect to any ABR Loan, on the requested Borrowing Date and (ii) one with respect to any Eurodollar Rate Loan, two Business Day Days prior to the requested borrowing date in the case Borrowing Date, Agent shall give notice by facsimile to each Lender of Base Rate Loanssuch request, specifying: specifying (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; Borrowing Date (B) the requested borrowing date, which shall be a Business Day; ), (B) the amount of the requested borrowing, (C) whether the Borrowing borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall ABR Loans or a combination thereof, and (D) if the borrowing is to be one month. (b) Upon receipt entirely or partly of the Notice of BorrowingEurodollar Rate Loans, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of each ABR Loan, if any, and the respective amounts of each such Lender's Pro Rata Share Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share initial Interest Periods therefor. Subject to satisfaction of the Borrowing available to the Administrative terms and conditions of this Agreement, each Lender shall deposit funds with Agent for the account of the Company at the Administrative Agent's Payment Account for payment Borrower by 11:00 a.m. (San Francisco time) 3:00 p.m. on the borrowing date requested Borrowing Date by the Company in funds wire transfer or other immediately available funds equal to its Ratable Share of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans The Loan(s) will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders Lenders, and in like funds as received by the Administrative Agent. (d) Notwithstanding Each Lender may book its Loans and its participations in Facility L/Cs at any other provision contained in Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement, after giving effect Agreement shall apply to any Borrowing, conversion or continuation such Lending Installation and the Loans and the Notes issued hereunder shall be deemed held by each Lender for the benefit of any Loanssuch Lending Installation. Each Lender and LC Issuer may, there shall not by written notice to the Agent and Borrower in accordance with subsection 11.2 hereof, designate replacement or additional Lending Installations through which Loans will be more than an aggregate of 15 Interest Periods made by it or Facility L/Cs will be issued by it and for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timewhose account Loan payments or a payment with respect to Facility L/Cs are to be made. (e) At Each ABR Loan shall continue as an ABR Loan unless and until such ABR Loan is converted into a Eurodollar Rate Loan pursuant to subsection 3.1 or is repaid in accordance with subsection 2.11. Each Eurodollar Rate Loan shall continue as a Eurodollar Rate Loan until the election end of the Majority Lendersthen applicable Interest Period therefor, no Loans may at which time such Eurodollar Rate Loan shall be borrowed as, automatically converted into an ABR Loan unless (x) such Eurodollar Loan is or continued as, was repaid in accordance with subsection 2.11 or (y) such Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default existsLoan is continued as a Eurodollar Rate Loan in accordance with subsection 3.1.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments on any Business Day during the Commitment Period, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company deliver to the Administrative Agent in the form of a Borrowing Notice of Borrowing, (which Borrowing Notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 12:00 Noon, New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans). Any Loans made on the Closing Date shall initially be Base Rate Loans, and no Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is the earlier of (i) 60 days after the Closing Date and (ii) the date on which the Arrangers notify the Borrower that the primary syndication of the Facility is complete. Each borrowing date of Loans under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be $1,000,000 or a whole multiple in an aggregate minimum principal amount excess of $5,000,000 or any integral multiple of 100,000 thereof (or, if the then aggregate Available Commitments are less than $1,000,000 in excess thereof 1,000,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) $2,000,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such Borrowing Notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche thereof. Each Lender will make its Commitment Percentage of the amount of such Lender's Pro Rata Share each borrowing of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of the Borrowing Loans available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 a.m., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date in Borrowing Date, if all or any part of the case of requested Loans initially are to be Eurodollar Rate Loans; and Loans or (b) on the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) one Business Day prior to the requested Borrowing Date, (iii) whether the borrowing date in the case is to be of Base Rate Eurodollar Loans, specifying: ABR Loans or a combination thereof and (Aiv) if the amount borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 consistent with the requirements set forth in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticesubsection 4.4. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. Agent specified in subsection 11.2 prior to 12:00 (San Francisco noon), New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower no later than 2:00 p.m. New York City time by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowingirrevocable notice, which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco timex) at least (i) with respect to Eurodollar Loans, 12:00 P.M., New York City time on the date that is three Business Days prior to the requested borrowing Borrowing Date, or (y) with respect to ABR Loans, 12:00 P.M., New York City time on the date in the case of Eurodollar Rate Loans; and (ii) that is one Business Day prior to the Borrowing Date, in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing date is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) the Class of Loans comprising such Borrowing and (v) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Period therefor. The borrowing under the Commitments shall be in an amount equal to (x) in the case of Base Rate ABR Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under thereof. Prior to (x) with respect to Eurodollar Loans, 10:00 A.M., New York City time, or (y) with respect to ABR Loans, 2:00 P.M., New York City time, on the applicable Tranche of Borrowing Date requested by the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Borrower, each Lender will make an amount equal to its Commitment Percentage of the principal amount of its Pro Rata Share of the Loans requested to be made on such Borrowing Date available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested Agent specified in writing by the Company Administrative Agent to the Lenders in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except The Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination thereof, as otherwise provided determined by the Borrower and notified to the Agent in this Agreementaccordance with subsections 2.2(b) and 2.7, each Borrowing of Loans PROVIDED that no Loan shall be made upon Requisite Notice by as a Eurodollar Loan after the Company day that is one month prior to the Administrative Termination Date. (b) The Borrower may borrow on any Working Day, if all or any part of such Loans are to be initially Eurodollar Loans, or on a Business Day, if all of such Loans are to be initially Base Rate Loans, PROVIDED that the Borrower shall give the Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 10:00 A.M., Los Angeles time, (San Francisco time) at least (ia) three Business Days prior to the Closing Date, if all or any part of the requested borrowing date in the case of Loans are to be initially Eurodollar Rate Loans; and Loans or (iib) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) whether the borrowing date in the case of is to be Eurodollar Loans, Base Rate Loans, specifying: or a combination thereof and (Aii) if the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised entirely or partly of Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which respective amounts of each such Borrowing is requested; Type of Loan and (E) the duration respective lengths of the initial Interest Period applicable to Eurodollar Rate Loans included in such noticePeriods therefor. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by office of the Agent specified in subsection 9.2 prior to 11:00 a.m. (San Francisco A.M., New York City time) , on the borrowing date requested by the Company Closing Date in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent irrevocable written notice, in substantially the form of a Notice of Borrowing, Exhibit I hereto (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 a.m., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans), in each case specifying (i) the case of Eurodollar Rate Loans; and amount to be borrowed, (ii) one Business Day prior to the requested Borrowing Date, (iii) whether the borrowing date in the case is to be of Base Rate Eurodollar Loans, specifying: ABR Loans or a combination thereof and (Aiv) if the amount borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans shall be in an aggregate minimum principal amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco ’s Office prior to 1:00 p.m., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding . The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other provision contained in this Agreement, after giving effect Lender of its obligation to any Borrowing, conversion or continuation make available its share of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timeborrowing. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. The Borrower may borrow Loans on any Business Day; provided that the Borrower shall notify the Administrative Agent by telephone of the Borrowing (the “Borrowing Request”) not later than 10:00 a.m., New York City time (a) Except as otherwise provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by the Company to the Administrative Agent in the form of a Notice of Borrowing, which must be received by the Administrative Agent not later than 9:00 a.m. three (San Francisco time3) at least (i) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; , and (iib) one Business Day prior to on the requested borrowing date Borrowing Date, in the case of Alternate Base Rate Loans, specifying: . Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify (Ai) the amount of the Borrowingto be borrowed, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (Bii) the requested borrowing dateBorrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing is to be comprised consist of Eurodollar Rate Loans or Loans, Alternate Base Rate Loans; , or a combination thereof (Din each case stating the amounts and currency requested), (iv) in the Tranche under which such Borrowing is requested; and (E) case of Eurodollar Loans, the duration length of the Interest Period applicable Period(s) therefor, and (v) the location and number of the Borrower’s account to Eurodollar Rate Loans included in such noticewhich funds are to be disbursed, which shall comply with the requirements of Section 2.12. If the Notice of Each Borrowing shall fail be in an aggregate principal amount not less than the lesser of (i) $10,000,000 or a whole multiple of $5,000,000 in excess thereof, and (ii) the then unused Commitments available to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Borrower. Upon receipt of the Notice of Borrowingsuch notice, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company Borrower in funds immediately available to the Administrative Agentaccordance with Section 2.12. Unless any applicable condition specified in Article IV has not been satisfied, the The proceeds of all each such Borrowing of Revolving Loans will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentSection 2.12. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided Subject to the terms and conditions ----------------------- contained in this Agreementthe Loan Documents, each Borrowing of Loans shall be made upon Requisite Notice the Borrower may borrow under the Available Commitments, prior to the Termination Date, on any Business Day by the Company delivery to the Administrative Agent of an irrevocable notice substantially in the form of Exhibit H-1 (a "Notice of Borrowing, which "). A Notice of Borrowing must be received ----------- ------------------- by the Administrative Agent not later than 9:00 a.m. prior to 12:00 Noon, New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans, or (b) on the requested Borrowing Date. A Notice of Borrowing shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing date is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each Tranche and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Total Available Commitment shall be in an amount equal to (x) in the case of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate ABR Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof (or, if the then Total Available Commitment is less than $5,000,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be $5,000,000 or a Business Day; (C) whether the Borrowing is to be comprised whole multiple of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which $1,000,000 in excess thereof. Upon receipt of any such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify from the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of thereof. Each such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 12.2 prior to 2:00 P.M., New York City ------------ time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Borrower as so directed by the books Borrower in a Notice of BofA Borrowing with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise Subject to Section 4, the Borrower may borrow under the Commitments during the Commitment Period on any Business Day, with respect to Term Benchmark Loans, or any Business Day, with respect to ABR Loans, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of irrevocable notice (a “Borrowing Notice”)(which Borrowing Notice of Borrowing, which must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco prior to 11:00 A.M., New York City time) at least (i) , three Business Days prior to the requested borrowing date in Borrowing Date for a Term Benchmark Loan, and 11:00 a.m. on the case of Eurodollar Rate Loans; requested Borrowing Date for an ABR Loan), specifying (i) the aggregate amount to be borrowed and the aggregate amount outstanding after giving effect to such borrowing, (ii) one Business Day prior to the Type of each Loan requested, (iii) the requested borrowing date in Borrowing Date and (iv) with respect to any Term Benchmark Loan, the case lengths of Base Rate Loans, specifying: (A) the initial Interest Periods therefor. The aggregate amount of each borrowing by the Borrowing, which Borrower under the Commitments on any Borrowing Date shall be in an aggregate minimum principal amount of equal to (i) as to each ABR Loan, $5,000,000 1,000,000 or any integral a whole multiple of $1,000,000 500,000 in excess thereof in (or, if the case of Base Rate Loans and Eurodollar Rate Loansthen Available Commitments are less than $1,000,000, such lesser amount); (Bii) as to each Term Benchmark Loan, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loansthen Available Commitments are less than $1,000,000, such Interest Period shall be one month. (b) lesser amount). Upon receipt of any such Borrowing Notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 9.2 prior to 4:00 P.M., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower on such Borrowing Date by the Administrative Agent at transferring by wire to the office at which Administrative Agent's Payment Account is located by crediting custodian of and for the account of the -29- Company on the books of BofA with Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrowers may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrowers’ Representative shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco a) 12:00 Noon, New York City time) at least (i) , three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are to be Eurodollar Loans or (b) 10:00 a.m. on the requested Borrowing Date if the requested Loans are ABR Loans), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing date is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate ABR Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments, or the amount of outstanding Eurodollar Loans after any repayment of any Eurodollar Loans, are less than $5,000,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Notice of BorrowingBorrowers’ Representative, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrowers at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 11.2 prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrowers’ Representative in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrowers by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Borrowers specified in the books of BofA borrowing notice with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments on any Business Day occurring prior to the Revolving Credit Commitment Termination Date; provided in this Agreementthat, each Borrowing of Loans with respect to any borrowing, the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent irrevocable notice, (such notice to be contained in a “Notice of Borrowing” in the form of a Notice of Borrowing, Exhibit I) (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) before 12:00 noon, New York City time, three Business Days prior to the requested borrowing date in Borrowing Date if all or any part of the case of Loans are to be Eurodollar Rate Loans; Loans and (ii) before 2:00 P.M., New York City time, one Business Day prior to the requested Borrowing Date if the borrowing date in the case is to be solely of Alternate Base Rate Loans; provided that any such notice in respect of Loans to be made on the Closing Date may be given at any time before 4:00 P.M. New York City time, specifying: one Business Day prior to the Closing Date) specifying (A) the amount of the Borrowingborrowing, which shall (B) whether such Loans are initially to be in an aggregate minimum principal amount of $5,000,000 Eurodollar Loans or any integral multiple of $1,000,000 in excess thereof in the case of Alternate Base Rate Loans or a combination thereof and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether if the Borrowing borrowing is to be comprised of entirely or partly Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any Borrowing comprised of such Eurodollar Rate Loans, such Interest Period shall be one month. (b) . Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each affected Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of thereof. Not later than 12:00 noon, New York City time, on the Borrowing Date specified in such notice, each affected Lender shall make available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office of the Administrative Agent specified in subsection 10.2 (or at which such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender. Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Borrower by the Administrative Agent's Payment Account is located by ’s crediting the account of the -29- Company on Borrower, at the books office of BofA the Administrative Agent specified in subsection 10.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. The Loans made on the Closing Date shall be Alternate Base Rate Loans. (db) Notwithstanding any other provision contained Any borrowing of Eurodollar Loans hereunder shall be in this Agreementsuch amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, conversion or continuation (i) the aggregate principal amount of any Loans, there all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) no more than an aggregate of 15 ten Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made shall be in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the ----------------------- Revolving Commitments during the Revolving Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable -------- notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 12:00 Noon, New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Revolving Commitments shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof equal to (x) in the case of Base Rate Loans ABR Loans, $250,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $100,000, such lesser amount) and Eurodollar Rate Loans; (By) in the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised case of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) $500,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each --- ---- borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans The Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days prior to the requested borrowing date in the case of Eurodollar Rate Loans; and (ii) 10:00 A.M., New York City time, one Business Day prior to the requested borrowing date in anticipated Borrowing Date) requesting that the case of Base Rate Loans, specifying: (A) Term Lenders make the Term Loans on the Borrowing Date and specifying the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticeborrowed. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each Term Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of thereof. Not later than 12:00 Noon, New York City time, on the Borrowing Date each Term Lender shall make available to the Administrative Agent for at the Funding Office an amount in immediately available funds equal to the principal amount of the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) The Borrowers may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to (x) with respect to Revolving Credit Loans denominated in Dollars, 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), and (y) in the case of Revolving Credit Loans denominated in any Alternative Currency, the applicable Specified Time for such Alternative Currency, in each case specifying (i) the currency, amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date and Foreign Subsidiary Borrower (if applicable) and (iii) in the case of Eurodollar Loans, the length of the initial Interest Period therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $500,000 in excess thereof (or, with respect to borrowings denominated in an Alternative Currency, the smallest amount of such Alternative Currency that has a Dollar Equivalent in excess of $2,500,000 or a whole multiple of the smallest amount of such Alternative Currency that has a Dollar Equivalent in excess of $500,000 in excess thereof). With respect to borrowings denominated in an Alternative Currency, no such borrowing shall cause the Dollar Equivalent of the aggregate principal amount of all then outstanding Revolving Credit Loans denominated in Alternative Currencies to exceed the Alternative Currency Sublimit. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower (or, if applicable, the Foreign Subsidiary Borrower identified in such Borrowing Notice) at the applicable Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds in Dollars or the applicable Alternative Currency, as applicable, immediately available to the Administrative Agent. The Administrative Agent shall make available to the Borrower (or, if applicable, the Foreign Subsidiary Borrower identified in such Borrowing Notice) the aggregate of the amounts made available to the Administrative Agent by the Lenders in like funds as received by the Administrative Agent. (d) Notwithstanding . Each Revolving Credit Lender may, at its option, make any other provision contained Revolving Credit Loan available to any Borrower by causing any foreign or domestic branch or Affiliate of such Revolving Credit Lender to make such Revolving Credit Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Credit Loan in accordance with the terms of this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise Subject to Section 5.3, the Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 12:00 Noon, New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof equal to (x) in the case of Base Rate Loans ABR Loans, at least $1,000,000 and Eurodollar Rate Loans; (By) in the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised case of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, at least $1,000,000 (or, if the then aggregate Available Commitments are less than $1,000,000, such Interest Period shall be one month. (b) lesser amount). Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by Funding Office prior to 11:00 a.m. (San Francisco A.M., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided Borrower may borrow under the Revolving Credit Commitments (subject to the limitations in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice Section 2.01(a)) and Borrower and the Additional Borrower may borrow under the Term Commitments by the Company to giving the Administrative Agent notice substantially in the form of Exhibit C (a Notice of Borrowing“Borrowing Request”), which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco a) 11:00 a.m., New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, in the case of a Eurodollar Rate Loans; and Borrowing, or (iib) one 11:00 a.m., New York City time, on the Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate Loansan ABR Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given by 11:00 a.m., specifying: New York City time, on the date of the proposed Borrowing. The Borrowing Request for each Borrowing shall specify (Ai) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount of to be borrowed, (iii) the Borrowingrequested Borrowing Date (which must be the Closing Date, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; a Term Borrowing), (B) the requested borrowing date, which shall be a Business Day; (Civ) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate ABR Loans; , (Dv) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest Period therefor, and (vi) the Tranche under location and number of Borrower’s account to which such funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is requested; and (E) specified, then the duration of the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the have selected an Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month’s duration. (b) Each Borrowing shall be in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof or (in the case of Revolving Credit Borrowings), if less, the aggregate amount of the then Available Revolving Credit Commitments. (c) Upon receipt of the Notice of BorrowingTerm Borrowing Request, the Administrative Agent will shall promptly notify each Term Lender under of the applicable Tranche aggregate amount of the Term Borrowing and of the amount of such Term Lender's Pro Rata Share of the Borrowing. (c) ’s pro rata portion thereof, which shall be based on their respective Term Commitments. Each Term Lender will make the amount of its Pro Rata Share pro rata portion of the Term Borrowing available to the Administrative Agent for the account of the Company applicable Borrower at the New York office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 9.01 prior to 10:00 a.m., New York City time) , on the borrowing date requested by the Company Closing Date in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, Amounts so received by the proceeds of all such Loans Administrative Agent will then promptly be made available to Borrower or the Company Additional Borrower, as applicable, by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of Borrower or the -29- Company Additional Borrower, as applicable, on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of Borrower at the New York office of the Administrative Agent specified in this AgreementSection 9.01 prior to 12:00 p.m., after giving effect New York City time, on the Borrowing Date requested by Borrower in funds immediately available to any Borrowing, conversion or continuation the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any LoansRevolving Loans to be made to Borrower, there any Swingline Loans made to Borrower or LC Disbursements for the account of Borrower shall not be more than then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to Borrower as provided above; and provided further that ABR Revolving Loans made to finance the reimbursement of an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at LC Disbursement as provided in Section 2.06(e) shall be remitted by the time any such determination is made in effect at any one timeAdministrative Agent to the Issuing Bank. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise Subject to the terms and conditions hereof, Borrower may borrow under the Commitments on any Business Day; provided in this Agreementthat, each Borrowing of Loans with respect to any borrowing, Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent irrevocable notice substantially in the form of a Notice of Borrowing, Exhibit J (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least prior to 12:00 noon (i) three Business Days prior to the requested borrowing date in Borrowing Date if all or any part of the case of Loans are to be Eurodollar Rate Loans; Loans and (ii) one Business Day prior on the Borrowing Date if the borrowing is to the requested borrowing date in the case be solely of Alternate Base Rate Loans, specifying: ) and specifying (Aa) the amount of the Borrowingborrowing, which shall (b) whether such Loans are initially to be in an aggregate minimum principal amount of $5,000,000 Eurodollar Loans or any integral multiple of $1,000,000 in excess thereof in the case of Alternate Base Rate Loans and Eurodollar Rate Loans; or a combination thereof, (Bc) if the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of entirely or partly Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for such Eurodollar Loans and (d) whether the Loan is a Term Loan or Revolving Credit Loan. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing comprised of Eurodollar Rate Loans, such shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month. (b) ’s duration. Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each affected Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of thereof. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice, each affected Lender shall make available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Administrative Agent specified in subsection 11.2 (or at such other location as the books Administrative Agent may direct) an amount in immediately available funds equal to the amount of BofA the Loan to be made by such Lender. Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (db) Notwithstanding any other provision contained Any borrowing of Eurodollar Loans hereunder shall be in this Agreementsuch amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, conversion or continuation (i) the aggregate principal amount of any Loans, there all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) no more than an aggregate of 15 ten Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made shall be in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans The Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent notice, in substantially the form attached hereto as Exhibit S, specifying the amount of the Initial Term Loans to be borrowed, whether the borrowing is to be of Eurocurrency Loans or ABR Loans or a Notice combination thereof and if the borrowing is to be of Borrowingmore than one Type of Loan, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor (if applicable) and the proposed Borrowing Date (which notice must be have been received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least by (i) 12:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested borrowing date in the case of Eurodollar Rate Loans; and Borrowing Date for Eurocurrency Loans or (ii) 12:00 P.M., New York City time, at least one Business Day (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested borrowing date in the case of Base Rate Borrowing Date for ABR Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice). If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each applicable Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender having an Initial Term Loan Commitment will make the amount of its Pro Rata Share pro rata share of the Borrowing available Initial Term Loans to the Administrative Agent be borrowed (subject to its Initial Term Loan Commitment) available, in each case for the account of the Company Borrower at the office of the Administrative Agent's Payment Account Agent specified in subsection 10.2 prior to 2:00 P.M., New York City time (or, if the time period for payment the Borrower’s delivery of notice was extended, such later time as agreed to by 11:00 a.m. (San Francisco timethe Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice) on the borrowing date requested by the Company Closing Date in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all The Administrative Agent shall on such Loans will then be made available to the Company date credit by wire transfer as directed by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided The Borrower may borrow under the Revolving Credit Commitments (subject to the limitations in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice Section 2.01(a)) or the Term Commitments by the Company to giving the Administrative Agent notice substantially in the form of Exhibit B (a Notice of Borrowing“Borrowing Request”), which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco a) 12:00 noon, New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, in the case of a Eurodollar Rate Loans; and Borrowing, or (iib) one 12:00 noon, New York City time, on the Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate Loansan ABR Borrowing. The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, specifying: (Aii) the amount of to be borrowed, (iii) the Borrowingrequested Borrowing Date (which must be the Effective Date, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; a Term Borrowing), (B) the requested borrowing date, which shall be a Business Day; (Civ) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate ABR Loans; , (Dv) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest Period therefor, and (vi) the Tranche under location and number of the Borrower’s account to which such funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is requested; and (E) specified, then the duration of the requested Borrowing shall be an ABR Borrowing. If no Interest Period applicable is specified with respect to any requested Eurodollar Rate Loans included in such notice. If Borrowing, then the Notice of Borrowing Borrower shall fail be deemed to specify the duration of the have selected an Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month’s duration. (b) Each Borrowing shall be in a minimum aggregate principal amount of (i) in the case of a Term Borrowing, $1.0 million or an integral multiple of $500,000 in excess thereof or (ii) in the case of a Revolving Credit Borrowing, $1.0 million or an integral multiple of $500,000 in excess thereof or, if less, the aggregate amount of the then Available Revolving Credit Commitments. (c) Upon receipt of the Notice of BorrowingTerm Borrowing Request, the Administrative Agent will shall promptly notify each Term Lender under of the applicable Tranche aggregate amount of the Term Borrowing and of the amount of such Term Lender's Pro Rata Share of the Borrowing. (c) ’s pro rata portion thereof, which shall be based on their respective Term Commitments. Each Term Lender will make the amount of its Pro Rata Share pro rata portion of the Term Borrowing available to the Administrative Agent for the account of the Company Borrower at the New York office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 9.01 prior to 10:00 a.m., New York City time) , on the borrowing date requested by the Company Effective Date in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, Amounts so received by the proceeds of all such Loans Administrative Agent will then promptly be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in this AgreementSection 9.01 prior to 12:00 p.m., after giving effect New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to any Borrowing, conversion or continuation the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any LoansRevolving Loans to be made to the Borrower, there shall not be more than an aggregate of 15 Interest Periods any Swingline Loans made to the Borrower or LC Disbursements for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election account of the Majority LendersBorrower shall be then outstanding, no the proceeds of such Revolving Loans may shall first be borrowed asapplied to pay in full such Swingline Loans or LC Disbursements, converted into or continued as, Eurodollar Rate with any remaining proceeds to be made available to the Borrower as provided above; and provided further that ABR Revolving Loans after made to finance the occurrence and during reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the continuance of any Default or Event of Default existsAdministrative Agent to the Issuing Bank.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Each Borrowing of Loans shall be made upon Requisite Notice by the Company Borrowers’ irrevocable notice delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 prior to 11:00 a.m. (San Francisco Central time) at least (i) three (3) Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar LIBOR Rate Loans; , and (ii) one Business Day prior to on the requested borrowing date Borrowing Date, in the case of Base Daily One-Month LIBOR Rate Loans, ) specifying: : (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 250,000 or any integral multiple of $1,000,000 50,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; thereof; (B) the requested borrowing dateBorrowing Date, which shall be a Business Day; and (C) whether the Type of Loans comprising the Borrowing, however, that with respect to the Borrowing is to be comprised made on the Closing Date, such Borrowing will consist of Eurodollar Daily One-Month LIBOR Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one monthonly. (b) Upon receipt of the Notice of Borrowing, the Administrative The Agent will promptly notify each applicable Lender under the applicable Tranche of its receipt of any Notice of Borrowing and of the amount of such Lender's ’s Pro Rata Share of the that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of the each Borrowing available to the Administrative Agent for the account of the Company Borrowers at the Administrative Agent's ’s Payment Account for payment Office by 11:00 a.m. 2:00 p.m. (San Francisco Central time) on the borrowing date Borrowing Date requested by the Company Borrowers in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the The proceeds of all such Loans will then be made available to the Company Borrowers by the Administrative Agent at the such office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrowers on the books of BofA ▇▇▇▇▇ Fargo with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after After giving effect to any Borrowing, conversion or continuation of any Loansunless the Agent shall otherwise consent, there shall may not be more than an aggregate of 15 four (4) different Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timeeffect. (e) At The Borrowers hereby authorize the election Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Majority Borrowers. The Borrowers agree to deliver promptly to the Agent a written confirmation of each telephonic notice, signed on behalf of the Borrowers by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after (i) the occurrence records of the Agent and during the continuance Lenders shall govern absent clear and obvious error and (ii) any prepayment by the Borrowers of any Default or Event amount of Default existsany Borrowing which exceeds the written confirmation therefor, shall not be subject to the minimum repayment amounts set forth in Section 2.07.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow Revolving Loans under the Revolving Credit Commitments during the Commitment Period on any Business Day; provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent irrevocable written notice, in substantially the form of a Notice of Borrowing, Exhibit I (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 a.m., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans), in each case specifying (i) the case of Eurodollar Rate Loans; and amount to be borrowed, (ii) one Business Day prior to the requested Borrowing Date, (iii) whether the borrowing date in the case is to be of Base Rate Eurodollar Loans, specifying: ABR Loans or a combination thereof and (Aiv) if the amount borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans (other than Swingline Loans) shall be in an aggregate minimum principal amount of equal to $5,000,000 1,000,000 or any a higher integral multiple of $1,000,000 in excess thereof in the case 100,000, and each borrowing of Base Rate Eurodollar Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be in an amount equal to $5,000,000 or a Business Day; (C) whether the Borrowing is to be comprised higher integral multiple of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice$1,000,000. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Revolving Credit Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Revolving Credit Lender will make the amount of its Pro Rata Share Commitment Percentage of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco ’s Office prior to 1:00 p.m., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding . The failure of any Revolving Credit Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other provision contained in this Agreement, after giving effect Revolving Credit Lender of its obligation to any Borrowing, conversion or continuation make available its share of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timeborrowing. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Each Borrowing of Loans shall be made upon Requisite Notice by the Company Borrower’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing in the form of Exhibit A hereto (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) prior to noon (New York City time) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Eurocurrency Rate Loans; and Loans denominated in Dollars, (ii) one prior to noon (New York City time) four Business Day Days prior to the requested borrowing date Borrowing Date, in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, (iii) prior to noon (New York City time) on the Business Day of the requested Borrowing Date, in the case of Base Rate Loans, and (iv) prior to noon (New York City time) two Business Days prior to the requested Borrowing Date, in the case of a Special Euro Base Rate Borrowing (as defined in subsection (e) below), specifying: (A) the amount and, if an Alternative Currency Loan, the currency of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Eurocurrency Rate Loans, and in an aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing dateBorrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Eurodollar Rate Loans or Base Rate Loans; (D) comprising the Tranche under which such Borrowing is requestedBorrowing; and (ED) the duration of the Interest Period applicable to Eurodollar Rate such Loans included in such notice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Eurocurrency Rate Loans, such Interest Period shall be one monththree months. If the Borrower fails to specify a currency in a Notice of Borrowing requesting a Borrowing, then the Loans so requested shall be made in Dollars. (b) Upon receipt of the Notice of Borrowing, the The Administrative Agent will promptly notify each Lender under the applicable Tranche Bank of its receipt of any Notice of Borrowing and of the amount of such Lender's Bank’s Pro Rata Share of the that Borrowing. (c) Each Lender Bank will make the amount of its Pro Rata Share of the each Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's ’s Payment Account for payment Office by 11:00 a.m. 2:00 p.m. (San Francisco New York City time) on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the The proceeds of all such Loans will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after After giving effect to any Borrowing, conversion or continuation of any Loansunless the Administrative Agent shall otherwise consent, there shall may not be more than an aggregate of 15 eight different Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timeeffect. (e) At The Borrower may request a Special Euro Base Rate Borrowing pursuant to Section 2.03(a)(iv). A “Special Euro Base Rate Borrowing” is a Borrowing of Base Rate Loans in Dollars, the election proceeds of which, net of commissions and fees, are used by Administrative Agent, on terms and conditions agreed upon by Administrative Agent and the Borrower, to purchase Euros for the account of the Majority LendersBorrower for delivery at an account specified by the Borrower in London on the requested Borrowing Date. Each Bank shall make available its Pro Rata Share of any Special Euro Base Rate Borrowing in immediately available funds in Dollars pursuant to subsection (c) above. For all purposes of this Agreement, no Loans may a Special Euro Base Rate Borrowing shall be borrowed as, converted into or continued as, Eurodollar deemed a Borrowing of Base Rate Loans after and shall be repaid by the occurrence and during the continuance of any Default or Event of Default existsBorrower in Dollars.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco a) 11:00 A.M., New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans, (b) 11:00 A.M., New York City time, on the requested Borrowing Date in the case of Eurodollar a Base Rate Loans; and Loan), specifying (i) the amount to be borrowed, (ii) one Business Day prior to the requested Borrowing Date, (iii) whether the borrowing date is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 2,000,000 or any integral a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), and (y) in the case of Base Rate Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 in excess thereof; provided that the Borrower may nevertheless borrow amounts below such minimum amounts in clauses (x) or (y) above solely for the purpose of (i) repaying Loans and Eurodollar Rate Loans; (B) owing to any Nonconsenting Lenders on the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; Termination Date and (Eii) permitting the duration addition of any New Lender or increasing the Interest Period applicable Commitment of any existing Lender pursuant to Eurodollar Rate Loans included in such noticesubsection 2.1(a)(i). If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by Agent specified in subsection 10.2 prior to 11:00 a.m. A.M., New York City time (San Francisco timein the case of Eurodollar Loans) or 2:30 P.M., New York City time (in the case of Base Rate Loans), on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at in accordance with the office at which Administrative AgentBorrower's Payment Account is located by crediting the account of the -29- Company on the books of BofA payment instructions with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in . All notices given by the Borrower under this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans subsection 2.2 may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default existsmade by telephonic notice promptly confirmed in writing.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans The Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days prior to the requested borrowing date in the case of Eurodollar Rate Loans; and (ii) 10:00 A.M., New York City time, one Business Day prior to the requested borrowing date in anticipated Closing Date) requesting that the case of Base Rate Loans, specifying: (A) Lenders make the Term Loans on the Closing Date and specifying the amount of to be borrowed. The Term Loans made on the Borrowing, which Closing Date shall initially be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and may thereafter be converted into Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticeaccordance with Section 2.8. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each Lender under thereof. Not later than 12:00 Noon, New York City time, on the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Closing Date each Lender will shall make the amount of its Pro Rata Share of the Borrowing available to the Administrative Agent for the account of the Company at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately Agent shall make available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans but thereafter may be converted in accordance with Section 2.8. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $100,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $100,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this The Borrower may borrow under the Commitments during the Commitment Period on any Business Day that an Advance may be requested pursuant to the terms of Section 5.2 of the Participation Agreement, each Borrowing of Loans provided, that the Borrower shall be made upon Requisite Notice by give the Company to the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco prior to 11:00 a.m., Dallas, Texas time) , at least three (i3) three Business Days prior to the requested borrowing Borrowing Date specifying (i) the amount to be borrowed (which on any date shall not be in excess of the case of Eurodollar Rate Loans; and then Available Commitments), (ii) one Business Day prior to the requested borrowing date in the case of Base Rate LoansBorrowing Date, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (Ciii) whether the Borrowing borrowing is to be comprised of Eurodollar Rate Loans, ABR Loans or Base Rate a combination thereof, (iv) if the borrowing is to be a combination of Eurodollar Loans and ABR Loans; (D) , the Tranche under which such Borrowing is requested; respective amounts of each Type of Loan and (Ev) the duration of the Interest Period applicable to each Eurodollar Rate Loans included in such noticeLoan. If Pursuant to the Notice of Borrowing shall fail to specify the duration terms of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansParticipation Agreement, such Interest Period the Borrower shall be one month. (b) deemed to have delivered such notice upon the delivery of a Requisition by the Construction Agent or the Lessee containing such required information. Upon receipt of the Notice of Borrowingany such Requisition, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco office of the Agent specified in Section 9.2 prior to 1:00 p.m., Dallas, Texas time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the an account or accounts designated, subject to Section 9.1 of the -29- Company Participation Agreement, by the Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (db) Notwithstanding any other provision contained in this Agreement, after giving effect Interest accruing on each Loan during the Construction Period with respect to any BorrowingProperty shall, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at subject to the time any such determination is made limitations set forth in effect at any one time. (eSection 5.1(b) At the election of the Majority LendersParticipation Agreement be added to the principal amount of such Loan on the relevant Scheduled Interest Payment Date. On each such Scheduled Interest Payment Date, no Loans may the Loan Property Cost and Construction Loan Property Cost shall be borrowed as, converted into or continued as, Eurodollar Rate Loans after increased by the occurrence and during amount of interest added to the continuance of any Default or Event of Default existsLoans.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 A.M., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans) (provided that any such notice of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 10:00 A.M., specifying: New York City time, on the date of the proposed borrowing), specifying (Ai) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Any Loans made on the Restatement Effective Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate minimum principal amount Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 A.M., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans) (provided that any such notice of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 10:00 A.M., specifying: New York City time, on the date of the proposed borrowing), specifying (Ai) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate minimum principal amount Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Company may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by that the Company shall deliver to the Administrative Agent in a Borrowing Certificate (which certificate to be effective on the form of a Notice of Borrowing, which requested Borrowing Date must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco a) prior to 12:00 noon, New York City time) at least (i) , three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans and (b) prior to 12:00 noon, New York City time, on the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing date is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iiii) if the borrowing is to be entirely or partly of Eurodollar Loans, the aggregate amount of such Eurodollar Loans and the amounts of each such Eurodollar Loan and the respective length of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate ABR Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of the Notice of Borrowinga Borrowing Certificate, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Bank thereof. Each Lender Bank will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company at the applicable office of the Administrative Agent's Payment Account for payment Agent specified in subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 2:00 P.M., New York City time in the case of ABR Loans and 11:00 a.m. (San Francisco time) A.M., New York City time in the case of Eurodollar Loans on the borrowing date Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of irrevocable notice by delivering a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 A.M., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the Facility to finance payments required by Section 3.5 may be given not later than 10:00 A.M., specifying: New York City time, on the date of the proposed borrowing), specifying (Ai) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each Eurodollar Tranche in respect thereof and the respective lengths of the Borrowing, which initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate minimum principal amount Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except The Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination thereof, as otherwise determined by the Borrower and notified to the Agent in accordance with subsections 2.2(b) and 2.7, provided in this Agreement, each Borrowing of Loans that no Loan shall be made upon Requisite Notice by as a Eurodollar Loan after the Company day that is one month prior to the Administrative Termination Date. (b) The Borrower may borrow under the Commitments during the Commitment Period on any Working Day, if all or any part of such Loans are to be initially Eurodollar Loans, or on a Business Day, if all of such Loans are to be initially Base Rate Loans, provided that the Borrower shall give the Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 10:00 A.M., Los Angeles time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date in Borrowing Date, if all or any part of the case of requested Loans are to be initially Eurodollar Rate Loans; and Loans or (iib) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing date is to be Eurodollar Loans, Base Rate Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount $500,000 or a whole multiple of $5,000,000 100,000 in excess thereof (or, if the then aggregate Available Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $3,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by office of the Agent specified in subsection 9.2 prior to 11:00 a.m. (San Francisco A.M., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitment during the Commitment Period on any Business Day; provided in this Agreement, each Borrowing of Loans provided that the Borrower shall be made upon Requisite Notice by give the Company to the Administrative Agent an irrevocable notice substantially in the form of Exhibit B-1 (a "Notice of Borrowing") and, in accordance with Section 5.2(g), a Borrowing Base Certificate (which notice and certificate must be received by the Administrative Agent not later than 9:00 a.m. prior to 10:00 a.m., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date in Borrowing Date, if all or any part of the case of requested Loans are to be Eurodollar Rate Loans; and Loans initially, or (iib) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing date is to be of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such Eurodollar Loans and the lengths of the initial Interest Periods therefor. Each borrowing under the Commitment shall be in an amount equal to (x) in the case of Alternate Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 500,000 or any integral a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then Available Commitment is less than $500,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) $500,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by office of the Agent specified in Section 9.2 prior to 11:00 a.m. (San Francisco a.m., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at in the office at which Administrative Agent's Payment Account is located manner specified by crediting the account Borrower in such Notice of the -29- Company on the books of BofA with Borrowing in the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing Each borrowing of Revolving Loans shall be made upon Requisite Notice by the Company Borrower’s irrevocable written request delivered to the Administrative Agent in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 2:00 p.m. (San Francisco New York City time) at least (i) three Business Days prior to the requested borrowing date in the case of Eurodollar a Base Rate Loans; and (ii) Loan, on the date that is one Business Day prior to the requested Borrowing Date, and (ii) in the case of a LIBO Rate Loan, on the date which is three (3) Business Days prior to the requested Borrowing Date, specifying: (i) the amount to be borrowed; (ii) the requested Borrowing Date; (iii) the date the principal of such Revolving Loan is due; (iv) whether the borrowing date is to be a LIBO Rate Loan, a Base Rate Loan or a combination thereof; and (v) if the borrowing is to be entirely or partly of LIBO Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. (b) The Administrative Agent will promptly notify each Lender of its receipt of any Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of such borrowing, and shall deliver such other information contained therein as any Lender may request. (c) Each borrowing of Revolving Loans under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in $250,000 or an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 100,000 in excess thereof (or, if the then Available Commitments or the amount available hereunder for Loans are less than $250,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBO Rate Loans, such Interest Period shall be one month$1,000,000 or an integral multiple of $500,000 in excess thereof. (bd) Upon receipt of the Notice of BorrowingSubject to Section 6.2, the Administrative Agent will promptly notify as applicable, each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will shall make the amount of its Pro Rata Share Commitment Percentage of the Borrowing such Loan available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by ’s office specified in Section 11.2 prior to 11:00 a.m. (San Francisco a.m., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will Such borrowing shall then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting wire transfer to the account of the -29- Company Borrower set forth on Schedule 2.2 (or such other accounts as may be notified in writing by the books of BofA with the aggregate of the amounts made available Borrower to the Administrative Agent by the Lenders and from time to time) in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided with respect to Swing Line Loans, for which borrowing procedures are set forth in this Agreementsubsection 2.10, each Borrowing of Loans shall be made upon Requisite Notice by the Company may borrow under the Commitments on any Working Day, if the borrowing is of Eurodollar Loans, or on any Business Day, if the borrowing is of ABR Loans, provided that, with respect to the borrowings, if any, to take place on the Closing Date, the Company shall give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 10:00 A.M., New York City time, on the Closing Date), and with respect to any subsequent borrowings, the Company shall give the Administrative Agent irrevocable notice (San Francisco which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time) at least , (i) three Business Working Days prior to the requested borrowing date in Borrowing Date if all or any part of the case of Loans are to be Eurodollar Rate Loans; Loans and (ii) one Business Day prior to the requested Borrowing Date if the borrowing date in the case is to be solely of Base Rate ABR Loans, specifying: ) specifying (A) the amount of the Borrowingborrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing datewhether such Loans are initially to be Eurodollar Loans or ABR Loans, which shall be or a Business Day; combination thereof, and (C) whether if the Borrowing borrowing is to be comprised of entirely or partly Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any Borrowing comprised of such Eurodollar Rate Loans, such Interest Period shall be one month. (b) . Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of Bank (which notice shall in any event be delivered to each Bank by 4:00 P.M., New York City time, on such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of date). Not later than 12:00 Noon, New York City time, on the Borrowing Date specified in such notice, each Bank shall make available to the Administrative Agent for at the account office of the Company Administrative Agent specified in subsection 10.2 (or at such other location as the Administrative Agent's Payment Account for payment Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by 11:00 a.m. (San Francisco time) on the borrowing date requested such Bank. Loan proceeds received by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then Agent hereunder shall promptly be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Company, at the books office of BofA the Administrative Agent specified in subsection 10.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders Banks and in like funds as received by the Administrative Agent. (db) Notwithstanding any other provision contained Any borrowing of Eurodollar Loans hereunder shall be in this Agreementsuch amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, conversion or continuation (i) the aggregate principal amount of any Loans, there all Eurodollar Loans having the same Interest Period shall not be less than $5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii) no more than an aggregate of 15 ten Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made shall be in effect at any one time. (ec) At the election of the Majority Lenders, no Eurodollar Loans may shall be borrowed as, converted into or continued as, Eurodollar Rate made by each Bank at its Eurocurrency Lending Office and ABR Loans after the occurrence and during the continuance of any Default or Event of Default existsshall be made by each Bank at its Domestic Lending Office.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrower shall give oral or written notice (a "Borrowing of Loans shall be made upon Requisite Notice Notice") to Lender by the Company to the Administrative Agent in the form of a Notice of Borrowing, which must be received by the Administrative Agent not later than 9:00 10:00 a.m. (San Francisco St. Louis time) on the Domestic Business Day of each Prime Loan, and by 10:00 a.m. (St. Louis Time) at least three (3) Eurodollar Business Days before each LIBOR Loan, specifying: (i) three the date of such Revolving Credit Loan, which shall be a Domestic Business Days prior to the requested borrowing date Day in the case of a Prime Loan and a Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate Loansa LIBOR Loan, (ii) the aggregate principal amount of such Revolving Credit Loan, (iii) whether such Revolving Credit Loan is to be a Prime Loan or a LIBOR Loan, specifying: and (Aiv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) In addition to Revolving Credit Loans requested by Borrower pursuant to Section 2.02(a) above, Borrower hereby irrevocably requests and authorizes Lender, without any other request or authorization from Borrower and without any notice to Borrower, to automatically make a Prime Loan to Borrower at the end of each Domestic Business Day on which any checks are presented for payment on Borrower's controlled disbursement account (Account No. 1005008600) at Mercantile Bank National Association (the "Controlled Disbursement Accounts), by crediting the amount of the Borrowingsuch Prime Loan, which shall be in an amount equal to the aggregate minimum principal amount of $5,000,000 all checks presented for payment on the Controlled Disbursement Account on such Domestic Business Day, to the Controlled Disbursement Account. Notwithstanding the foregoing, Borrower acknowledges and agrees that Lender has no obligation to make any Revolving Credit Loan requested under this Section 2.02(b) if (i) after giving effect to such Revolving Credit Loan the Total Revolving Credit Outstandings would be greater than the lesser of (A) the Lender's Revolving Credit Commitment or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; Borrowing Base or (Cii) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period any applicable to Eurodollar Rate Loans included condition set forth in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the BorrowingSection 3 has not been satisfied. (c) Each A Borrowing Notice for a LIBOR Loan shall not be revocable by Borrower. (d) Subject to the terms and conditions of this Agreement, provided that Lender will make the amount of its Pro Rata Share of has received the Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. Notice, Lender shall (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless unless any applicable condition specified in Article IV Section 3 has not been satisfied, the proceeds of all such Loans will then be made available ) make any Revolving Credit Loan requested by Borrower pursuant to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located Section 2.02(a) above to Borrower by crediting the amount of such Revolving Credit Loan to an account of the -29- Company Borrower at Mercantile Bank National 16 Association or such other bank as may from time to time be acceptable to Lender, not later than 2:30 p.m. (St. Louis time) on the books of BofA with Domestic Business Day or Eurodollar Business Day, as the aggregate of the amounts made available to the Administrative Agent by the Lenders and case may be, specified in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timesaid Borrowing Notice. (e) At If Lender makes a new Revolving Credit Loan hereunder on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Revolving Credit Loan, Lender shall apply the election proceeds of the Majority Lendersnew Revolving Credit Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by Lender to Borrower as provided in subsection Id) of this Section, no Loans or remitted by Borrower to Lender as provided in Section 2.11, as the case may be borrowed asbe. (f) Borrower hereby irrevocably authorizes Lender to rely on telephonic, converted into telegraphic, telecopy, telex or continued as, Eurodollar Rate Loans after the occurrence and during the continuance written instructions of any Default individual identifying himself or Event herself as one of Default existsthe individuals listed on Schedule 2.02(f) attached hereto (or any other individual from time to time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to Lender) with respect to any request to make a Revolving Credit Loan or a repayment hereunder, and on any signature which Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such person were actually authorized or such signature were genuine. Borrower also hereby agrees to indemnify Lender and hold Lender harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to or arising out of or in connection with the acceptance of instructions for making Revolving Credit Loans or repayments hereunder.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company deliver to the Administrative Agent in the form of a Notice of Borrowing, an irrevocable Requisition (appropriately completed and including all documentation required to be attached thereto) (which Requisition must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 A.M., Pacific Standard Time, five (San Francisco time5) at least (i) three Business Days prior to the requested borrowing date in Borrowing Date, specifying (i) the case of Eurodollar Rate Loans; and amount to be borrowed, (ii) one Business Day prior to the requested Borrowing Date, (iii) whether the borrowing date in the case is to be of Base Rate Eurodollar Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Alternate Base Rate Loans or a combination thereof and Eurodollar Rate Loans; (Biv) if the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised entirely or partly of Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which respective amounts of each such Borrowing is requested; Type of Loan and (E) the duration respective lengths of the initial Interest Period applicable to Eurodollar Rate Loans included in such notice. If Periods therefor, provided that during the Notice of Borrowing shall fail to specify Construction Period, the duration length of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. . Each borrowing under the Commitments (bother than borrowings of Interest Payment Loans) shall be in an amount equal to (x) in the case of Alternate Base Rate Loans, at least $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then Total Available Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, at least $500,000 or a whole multiple of $100,000 in excess thereof, provided that (i) the borrowings made hereunder during the period commencing on the Initial Closing Date and terminating on June 4, 1999 may be in a minimum amount of at least $250,000 and (ii) the final borrowing hereunder may be in an amount that is less than the foregoing amounts to the extent that the Project Costs outstanding upon Completion are less than the foregoing amounts. Upon receipt of any such Requisition from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) office of the Agent specified in Section 9.2 prior to 1:00 P.M., Pacific Standard Time, on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at crediting an account designated by the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. The Borrower may submit no more than one Requisition in any calendar month. (db) Notwithstanding any other provision contained anything in this Agreementthe foregoing Section 2.3(a) to the contrary, after giving effect on each date during the Construction Period which is one Business Day prior to any BorrowingScheduled Interest Payment Date, conversion or continuation unless otherwise requested by the Borrower at least three Business Days prior to such Scheduled Interest Payment Date by written notice to the Agent, the Borrower shall be deemed to have requested a borrowing pursuant to Section 2.3(a) of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Alternate Base Rate Loans outstanding at in an amount equal to the time aggregate amount of interest on the Loans due and payable on such Scheduled Interest Payment Date. The Borrowing Date with respect to any such determination is made in effect at any one time. borrowing shall be the relevant Scheduled Interest Payment Date (e) At provided, that the election making of the Majority Lenders, no Loans may pursuant to such borrowing shall be borrowed as, converted into or continued as, Eurodollar Rate Loans after subject to satisfaction of the occurrence applicable conditions precedent set forth in Section 4.2) and during the continuance proceeds of any Default or Event of Default exists.such borrowing

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided in this Agreement, each Borrowing of Loans that (i) the Borrower may request no more than four (4) Borrowings and (ii) the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of BorrowingBorrowing Request, which must Borrowing Request shall be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least irrevocable, (i) prior to 1:00 P.M., New York City time, three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; Loans and (ii) one Business Day prior to 1:00 P.M., New York City time, on the requested borrowing date Borrowing Date, in the case of Base Reference Rate Loans, specifying: specifying (A) the amount of the Borrowingto be borrowed, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing dateBorrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of a Eurodollar Loan, a Reference Rate Loans Loan or Base Rate Loans; a combination thereof, and (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any each Eurodollar Loan included in such Borrowing comprised of Eurodollar Rate Loans, such Interest Period Request. Each Borrowing shall be one monthin an aggregate principal amount of the lesser of (1) $10,000,000 or a whole multiple of $5,000,000 in excess thereof, and (2) an amount equal to the excess, if 28 any, of the aggregate amount of the Commitments, minus the aggregate outstanding principal amount of the Loans at such time. (b) Upon receipt of the Notice of BorrowingBorrowing Request from the Borrower, the Administrative Agent will shall promptly notify each Lender under thereof (but in any event no later than (i) the applicable Tranche date of the amount receipt of such Lender's Pro Rata Share Borrowing Request from the Borrower, in the case of Eurodollar Loans, and (ii) 3:00 P.M., New York City time (or, in the Borrowing. (c) case of Reference Rate Loans requested after 1:30 P.M., New York City time, 3:30 P.M., New York City time), on the requested Borrowing Date, in the case of Reference Rate Loans). Each Lender will make the amount of its Pro Rata Share Commitment Percentage of the Borrowing Loans available to the Administrative Agent for the account of the Company at Borrower to the account of the Administrative Agent's Payment Account Agent most recently designated by it for payment such purpose by 11:00 a.m. notice to the Lenders prior to (San Francisco 1) 3:00 P.M., New York City time (or in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, 4:30 P.M., New York City time), in the case of Reference Rate Loans, and (2) 12:00 P.M., New York City time, in the case of Eurodollar Loans, in each case on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the The proceeds of all such Loans will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA the Administrative Agent, or such other account of the Borrower as shall have been designated by the Borrower to the Administrative Agent, with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentAgent within one (1) hour of receipt by the Administrative Agent but in any event no later than 4:00 P.M., New York City time (or, in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, no later than 5:00 P.M., New York City time). (dc) Notwithstanding Unless the Administrative Agent shall have been notified in writing by any other provision Lender prior to a proposed Borrowing Date (or, in the case of any Borrowing of Reference Rate Loans, prior to (x) 3:00 P.M., New York City time or (y) in the case of any Borrowing of Reference Rate Loans that was requested after 1:30 P.M., New York City time, 4:30 P.M., New York City time, in each case on a proposed Borrowing Date) that such Lender will not make available to the Administrative Agent the amount which would constitute its Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such Borrowing Date an amount equal to such Lender's Commitment Percentage of such Borrowing. The Administrative Agent shall notify the Borrower as promptly as practicable if such Lender's Commitment Percentage of such Borrowing is not made available to the Administrative Agent on such Borrowing Date. If such amount is made available to the Administrative Agent on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Lender's Commitment Percentage of such Borrowing (minus the amount, if any, which such Lender has made available to the Administrative Agent), times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender's Commitment Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be prima facie evidence of the accuracy of the information set forth therein, absent manifest error. If such Lender's Commitment Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover the amount of such Lender's Commitment Percentage of such Borrowing (minus the amount, if any, which such Lender had made available to the Administrative Agent) on demand from the Borrower with interest thereon (A) for the period from and including such Borrowing Date to the date one day after such demand, at a rate per annum equal to the 29 daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent and calculated on the basis of a 360-day year for the actual days elapsed and (B) thereafter, at the rate per annum applicable to Reference Rate Loans hereunder. Nothing contained in this Agreement, after giving effect to Section 2.3(c) shall prejudice in any Borrowing, conversion manner whatsoever any right or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election remedy of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default existsBorrower against such Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day in an aggregate principal amount not exceeding the aggregate Available Commitments then in effect; provided, that the Borrower shall give the Agent irrevocable notice (a) Except as otherwise provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by the Company to the Administrative Agent in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 10:00 a.m., Dallas, Texas time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date in Borrowing Date, if all or any part of the case of Loans are to be initially Eurodollar Rate Loans; and Loans or (iib) one Business Day prior to the requested borrowing date in Borrowing Date, otherwise) requesting that the case of Base Rate Loans, specifying: Lenders make the Loans on such requested Borrowing Date and specifying (Ai) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans or Base Rate Loans or a combination thereof, (iv) if the Loans are to be entirely or partly Eurodollar Loans, the amounts of such Type of Loan and the lengths of the Borrowinginitial Interest Periods therefor, which and (v) the certificate required pursuant to Section 4.2(c). The initial borrowing shall be in an aggregate minimum principal amount of equal to at least $5,000,000 or any integral multiple of $1,000,000 in excess thereof in 5,000,000. Each borrowing thereafter under the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which Commitments shall be a Business Day; (C) whether the Borrowing is in an amount equal to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticeat least $1,000,000. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of such notice the Notice of Borrowing, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by office of the Agent specified in Section 9.2 prior to 11:00 a.m. (San Francisco a.m., Dallas, Texas time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at by wire transfer to an account designated by the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA Borrower in writing with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided The Borrower may borrow under the Commitments during the Commitment Period on any Business Day in this Agreement, each an aggregate principal amount not exceeding the Borrowing of Loans Base Availability at such time. The Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent irrevocable notice in the form attached hereto as Annex I (the “Borrowing Notice”), specifying: (i) the amount to be borrowed; (ii) the requested Borrowing Date; (iii) the requested Revolving Credit Maturity Date; (iv) whether the borrowing is to be a Daily Overdraft Loan; (v) whether the borrowing is to be a Eurodollar Loan, a Base Rate Loan, a Cost of Funds Loan, or a Notice combination thereof; (vi) the accounts or accounts into which the proceeds of Borrowingsuch Revolving Credit Loan shall be deposited; and (vii) if the borrowing is to be entirely or partly of Eurodollar Loans, which the respective amounts of each such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor; provided that, such notice must be received by the Administrative Agent not later than 9:00 prior to 11:00 a.m. (San Francisco New York City time) at least ), (ia) three (3) Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b) on the same Business Day of the requested Borrowing Date, otherwise; provided further that, in the case of Eurodollar Rate Loans; a Daily Overdraft Loan, the Borrower shall give the Daily Overdraft Lender and (ii) one Business Day the Administrative Agent irrevocable notice, which notice must be received by the Daily Overdraft Lender and the Administrative Agent prior to 12:00 noon (New York City time) on the requested Borrowing Date, in the form of the Borrowing Notice. (b) Each borrowing date under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: Cost of Funds Loans and Daily Overdraft Loans, $500,000 or a whole multiple thereof (Aor, if the then Available Commitments are less than $500,000, such lesser amount) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt $1,000,000 or a whole multiple of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing$100,000 in excess thereof. (c) Upon receipt of any notice from the Borrower pursuant to Section 2.3(a) (other than a notice in respect of a Daily Overdraft Loan) the Administrative Agent shall promptly notify each Lender thereof. Each Lender (other than the Daily Overdraft Lender in respect of a Daily Overdraft Loan) will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. ’s office specified in Section 11.2 prior to 2:00 p.m. (San Francisco New York City time) on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all Each such Loans borrowing will then be made available on the Borrowing Date to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting wire transfer to the account of the -29- Company Borrower set forth on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Schedule 2.3 in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect . Each Daily Overdraft Loan will be made available on the Borrowing Date to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At Borrower by the election Daily Overdraft Loan Lender by wire transfer to the account of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default existsBorrower set forth on Schedule 2.3.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow Loans on any Business Day; provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to notify the Administrative Agent in by telephone of the form of a Notice of Borrowing, which must be received by Borrowing (the Administrative Agent “Borrowing Request”) not later than 9:00 a.m. 11:00 a.m., New York City time (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; , and (iib) one Business Day prior to on the requested borrowing date Borrowing Date, in the case of Alternate Base Rate Loans. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by either hand delivery (including overnight courier), facsimile or e-mail electronic transmission to the Administrative Agent of a written Borrowing Request, substantially in the form of Exhibit A attached hereto or such other form as may be approved by the Administrative Agent, signed by the Borrower. Each such telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the Borrowing Date, (iii) whether the Borrowing is to consist of Eurodollar Loans, Alternate Base Rate Loans, specifying: or a combination thereof (Ain each case stating the amounts requested), (iv) in the case of Eurodollar Loans, the length of the Interest Period(s) therefor, and (v) the amount location and number of the BorrowingBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each Borrowing shall be in an aggregate minimum principal amount not less than the lesser of (i) (A) with respect to Eurodollar Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans thereof, and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is with respect to be comprised of Eurodollar Rate Loans or Alternate Base Rate Loans; , $500,000 or a whole multiple of $100,000 in excess thereof, and (Dii) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethen unused Commitments. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowingsuch notice, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company Borrower in funds immediately available to the Administrative Agentaccordance with Section 2.12. Unless any applicable condition specified in Article IV has not been satisfied, the The proceeds of all each such Borrowing of Loans will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentSection 2.12. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this AgreementThe Company may borrow under the Commitments on any Working Day, each Borrowing if the borrowing is of Loans shall be made upon Requisite Notice by Eurodollar Loans, or on any Business Day, if the borrowing is of ABR Loans, PROVIDED that, with respect to the borrowings to take place on the Closing Date, the Company to shall give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 10:00 A.M., New York City time, on the Closing Date), and with respect to any subsequent borrowings, the Company shall give the Administrative Agent irrevocable notice (San Francisco which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time) at least , (i) three Business Working Days prior to the requested borrowing date in Borrowing Date if all or any part of the case of Loans are to be Eurodollar Rate Loans; Loans and (ii) one Business Day prior to the requested Borrowing Date if the borrowing date in the case is to be solely of Base Rate ABR Loans, specifying: ) specifying (A) the amount of the Borrowingborrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing datewhether such Loans are initially to be Eurodollar Loans or ABR Loans, which shall be or a Business Day; combination thereof, and (C) whether if the Borrowing borrowing is to be comprised of entirely or partly Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any Borrowing comprised of such Eurodollar Rate Loans, such Interest Period shall be one month. (b) . Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of (which notice shall in any event be delivered to each Lender by 4:00 P.M., New York City time, on such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of date). Not later than 12:00 Noon, New York City time, on the Borrowing Date specified in such notice, each Lender shall make available to the Administrative Agent for at the account office of the Company Administrative Agent specified in subsection 11.2 (or at such other location as the Administrative Agent's Payment Account for payment Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by 11:00 a.m. (San Francisco time) on the borrowing date requested such Lender. ▇▇▇▇ proceeds received by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then Agent hereunder shall promptly be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Company, at the books office of BofA the Administrative Agent specified in subsection 11.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (db) Notwithstanding any other provision contained Any borrowing of Eurodollar Loans hereunder shall be in this Agreementsuch amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, conversion or continuation (i) the aggregate principal amount of any Loans, there all Eurodollar Loans having the same Interest Period shall not be less than $5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii) no more than an aggregate of 15 ten Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made shall be in effect at any one time. (ec) At the election of the Majority Lenders, no Eurodollar Loans may shall be borrowed as, converted into or continued as, made by each Lender at its Eurodollar Rate Lending Office and ABR Loans after the occurrence and during the continuance of any Default or Event of Default existsshall be made by each Lender at its ABR Lending Office.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by Borrower may borrow under the Company Commitments (subject to the Administrative limitations on the availability of Eurodollar Rate Loans), during the Commitment Period, provided Borrower shall give Agent in written notice (the form of a "NOTICE OF BORROWING"), which Notice of Borrowing, which Borrowing must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) prior to 11:00 a.m., Chicago time, at least three (3) Business Days prior to the requested Borrowing Date for that part of the requested borrowing date that is to be Eurodollar Rate Loans, or (ii) prior to 10:00 a.m., Chicago time on or before the requested Borrowing Date for that part of the requested borrowing that is to be ABR Loans which Notice of Borrowing, in the case of ABR Loan(s), shall be irrevocable. Each Notice of Borrowing shall specify (A) the Borrowing Date (which shall be a Business Day), (B) the amount of the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans or a combination thereof and (D) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing pursuant to the Commitments shall be in the principal amount (1) in the case of ABR Loans, of $1,000,000 or any larger amount which is an even multiple of $100,000, and (2) in the case of Eurodollar Rate Loans; , of $10,000,000 or any larger amount which is an even multiple of $1,000,000. (b) After the Borrower gives Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 9:00 a.m., Chicago time, two Business Days prior to the requested Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in the Notice of Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower selects Eurodollar Rate Loan(s) on such Borrowing Date and, if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower's confirmation is not timely made, the Borrower shall be deemed to have requested a borrowing entirely as an ABR Loan in the aggregate amount and on the Borrowing Date specified in the Notice of Borrowing. (c) By noon, Chicago time, (i) with respect to any ABR Loan, on the requested Borrowing Date and (ii) one with respect to any Eurodollar Rate Loan, two Business Day Days prior to the requested borrowing date in the case Borrowing Date, Agent shall give notice by facsimile to each Bank of Base Rate Loanssuch request, specifying: specifying (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; Borrowing Date (B) the requested borrowing date, which shall be a Business Day; ), (B) the amount of the requested borrowing, (C) whether the Borrowing borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall ABR Loans or a combination thereof, and (D) if the borrowing is to be one month. (b) Upon receipt entirely or partly of the Notice of BorrowingEurodollar Rate Loans, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of each ABR Loan, if any, and the respective amounts of each such Lender's Pro Rata Share Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share initial Interest Periods therefor. Subject to satisfaction of the Borrowing available to the Administrative terms and conditions of this Agreement, each Bank shall deposit funds with Agent for the account of the Company at the Administrative Agent's Payment Account for payment Borrower by 11:00 a.m. (San Francisco time) 2:00 p.m. Chicago time on the borrowing date requested Borrowing Date by the Company in funds wire transfer or other immediately available funds equal to its Ratable Share of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans The Loan(s) will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks, and in like funds as received by the Administrative Agent. (d) Notwithstanding Each Bank may book its Loans and its participations in Facility L/Cs at any other provision contained in Lending Installation selected by such Bank and may change its Lending Installation from time to time. All terms of this Agreement, after giving effect Agreement shall apply to any Borrowing, conversion or continuation such Lending Installation and the Loans and the Notes issued hereunder shall be deemed held by each Bank for the benefit of any Loanssuch Lending Installation. Each Bank and Issuing Bank may, there shall not by written notice to the Agent and Borrower in accordance with subsection 11.2 hereof, designate replacement or additional Lending Installations through which Loans will be more than an aggregate of 15 Interest Periods made by it or Facility L/Cs will be issued by it and for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timewhose account Loan payments or a payment with respect to Facility L/Cs are to be made. (e) At Each ABR Loan shall continue as an ABR Loan unless and until such ABR Loan is converted into a Eurodollar Rate Loan pursuant to subsection 3.1 or is repaid in accordance with subsection 2.11. Each Eurodollar Rate Loan shall continue as a Eurodollar Rate Loan until the election end of the Majority Lendersthen applicable Interest Period therefor, no Loans may at which time such Eurodollar Rate Loan shall be borrowed as, automatically converted into an ABR Loan unless (x) such Eurodollar Loan is or continued as, was repaid in accordance with subsection 2.11 or (y) such Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default existsLoan is continued as a Eurodollar Rate Loan in accordance with subsection 3.1.

Procedure for Borrowing. (ai) Except as otherwise Each of the applicable Borrowers may borrow under the applicable Commitments on any Business Day during the period from the Closing Date until the Termination Date; provided that the Borrowers’ Agent shall give the Agent irrevocable (in this Agreement, each Borrowing the case of Loans shall be made upon Requisite Notice by the Company any notice except notice with respect to the Administrative Agent initial extension of Revolving Loans hereunder) notice in substantially the form of Exhibit B or in such other form as may be agreed between the Borrowers’ Agent and the Agent (each, a “Notice of Borrowing, ”) (which request must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco v) 12:00 noon, New York City time) , at least two Business Days prior to the requested Funding Date, if all or any part of the requested Revolving Loans are to be initially Term SOFR Loans made to a U.S. Borrower, (iw) 12:00 noon, New York City time, at least one Business Day prior to the requested Funding Date, if all or any part of the requested Revolving Loans are to be initially Daily SOFR Loans made to a U.S. Borrower, (x) 12:00 noon, New York City time, at least three Business Days prior to the requested borrowing date Funding Date, if all or any part of the requested Revolving Loans are to be initially Term SOFR Loans or Daily SOFR Loans made to any Borrower other than a U.S. Borrower, Term ▇▇▇▇▇ Loans, EURIBOR Loans, Bank Bill Rate Loans or ▇▇▇▇▇ Rate Loans, (y) 12:00 noon, New York City time, on the requested Funding Date, for Base Rate Loans (other than Base Rate Loans made to a Canadian Borrower) or (z) 11:00 a.m., New York City time, on the requested Funding Date, for Base Rate Loans made to a Canadian Borrower or Canadian Prime Rate Loans (or in the case of Eurodollar Rate Loans; and (ii) the initial Borrowing hereunder, in each case, 10:00 a.m., New York City time, one Business Day prior to the requested date of the initial borrowing date in the case of Base Rate Loans, specifying: hereunder)) specifying (A) the amount identity of the BorrowingBorrower, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the currency of the requested borrowing dateBorrowing and the amount to be borrowed, which shall be a Business Day; (C) the requested Funding Date, (D) whether the Borrowing is to be comprised of Eurodollar Term SOFR Loans, Daily SOFR Loans, Term ▇▇▇▇▇ Loans, EURIBOR Loans, Base Rate Loans, Canadian Prime Rate Loans, ▇▇▇▇▇ Rate Loans or Bank Bill Rate Loans (as applicable) or a combination thereof (and if not so specified, it shall be deemed a request for Base Rate Loans (in the case of U.S. Revolving Loans, ROW Revolving Loans denominated in Dollars or Canadian Revolving Loans denominated in Dollars), Term SOFR Loans with an Interest Period of one month (in the case of ANZ Revolving Loans denominated in Dollars), Canadian Prime Rate Loans (in the case of Canadian Revolving Loans denominated in Canadian Dollars), EURIBOR Loans with an Interest Period of one month (in the case of Revolving Loans denominated in Euros), ▇▇▇▇▇ Rate Loans (in the case of Revolving Loans denominated in Sterling) or Bank Bill Rate Loans with an Interest Period of one month (in the case of Revolving Loans denominated in Australian Dollars or New Zealand Dollars)) (provided that no such Notice of Borrowing shall request ANZ Revolving Loans that are Base Rate Loans; , and any such request shall be deemed to be a request for Term SOFR Loans or Bank Bill Rate Loans, as applicable, in each case with an Interest Period of one month (D) for the Tranche under which such Borrowing is requested; avoidance of doubt, this proviso shall not apply to any ANZ Swingline Loans requested pursuant to Section 2.3(e))), and (E) if the duration Borrowing is to be entirely or partly of the Interest Period applicable to Eurodollar Rate Term SOFR Loans, Term ▇▇▇▇▇ Loans, EURIBOR Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar or Bank Bill Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Periods or Term ▇▇▇▇▇ Interest Periods therefor (and if not so specified, it shall be deemed a request for a period of one month. (b) ). Each Borrowing, except any Base Rate Loan or Canadian Prime Rate Loan to be used solely to pay a like amount of outstanding reimbursement obligations in respect of Letters of Credit or Swingline Loans, shall be in an amount equal to an integral multiple of the applicable Borrowing Multiple and not less than the applicable Borrowing Minimum. Upon receipt of any such notice from the Notice of BorrowingBorrowers’ Agent, the Administrative Agent will shall promptly notify each applicable Revolving Credit Lender under thereof. Subject to the applicable Tranche satisfaction of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each conditions precedent specified in Section 9.2 and except as otherwise set forth in Section 2.10, each applicable Revolving Credit Lender will make the amount of its Pro Rata Share (or, in the case of Bank of America (for so long as it shall be a Revolving Credit Lender), in the case of any Borrowing of Canadian Revolving Loans or ROW Revolving Loans, as applicable, its Pro Rata Share plus an amount equal to the sum of the Pro Rata Share of each Participating Canadian Lender or Participating ROW Lender, as applicable, provided that, so long as any Participating Canadian Lender or Participating ROW Lender is a Defaulting Lender, Bank of America shall not be required to fund or otherwise make available the Pro Rata Share of such Participating Canadian Lender or Participating ROW Lender) of each Borrowing of Revolving Loans available to the Administrative Agent for the account of the Company Borrower(s) identified in such notice to the account or accounts from time to time designated by the Agent prior to 3:00 p.m., New York City time (or 10:00 a.m., New York City time, in the case of the initial borrowing hereunder), or at such other time as to which the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) Agent shall notify the Borrowers’ Agent reasonably in advance of the Funding Date with respect thereto, on the borrowing date Funding Date requested by the Company such Borrower(s) in Dollars, Euros, Sterling, Canadian Dollars, Australian Dollars, New Zealand Dollars or any other Alternative Currency, as applicable, and in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such Borrowing will then be made available to the Company relevant Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by , crediting the account of such Borrower designated by the -29- Company on the books of BofA Borrowers’ Agent in writing, with the aggregate of the amounts made available to the Administrative Agent by the applicable Revolving Credit Lenders and in like funds as received by the Administrative Agent. (dii) Notwithstanding any other provision contained in this Agreement, after giving effect to any In lieu of delivering a Notice of Borrowing, conversion the Borrowers’ Agent may give the Agent telephonic notice of such request for advances on or continuation of any before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Loans, there shall not be more than an aggregate regardless of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time whether any such determination written confirmation is made in effect at any one timereceived. (eiii) At the election of the Majority Agent or the Required Lenders, no Loans may the Borrowers shall not be borrowed asentitled to request a Term ▇▇▇▇▇ Loan, converted into a Term SOFR Loan, a Daily SOFR Loan or continued as, Eurodollar a Bank Bill Rate Loans after the occurrence and during the continuance of any Loan while a Default or Event of Default existshas occurred and is continuing. (iv) With respect to SOFR, Daily SOFR, Term SOFR or Term ▇▇▇▇▇, the Agent will have the right, in consultation with the Borrowers’ Agent, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

Procedure for Borrowing. (a) Except The Borrowers may borrow under the ----------------------- Commitments during the Revolving Credit Commitment Period on any Business Day, provided that, with respect to any borrowing, the Company, as otherwise provided in this Agreementagent for the -------- Borrowers, each Borrowing of Loans shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 prior to 10:00 a.m. (San Francisco or, with respect to Swing Line Loans, 3:00 p.m.), New York City time) at least , (i) three Business Days prior to the requested borrowing date in Borrowing Date if all or any part of the case of Loans are to be Eurodollar Rate Loans; Loans and (ii) one Business Day prior to the requested borrowing date Borrowing Date (or, in the case of Swing Line Loans and, if the Closing Date occurs on the date this Agreement is executed and delivered, Loans made on the Closing Date, on the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans, specifying: ) and specifying (A) the amount of the Borrowingborrowing, which shall (B) whether such Loans are initially to be in an aggregate minimum principal amount of $5,000,000 Eurodollar Loans or any integral multiple of $1,000,000 in excess thereof in the case of Alternate Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing dateor a combination thereof, which shall be a Business Day; (C) whether if the Borrowing borrowing is to be comprised of entirely or partly Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any Borrowing comprised of such Eurodollar Rate Loans, (D) whether the Loan is a Swing Line Loan or a Revolving Credit Loan, (E) the requested Borrowing Date and (F) the Borrower with respect to such Interest Period shall be one month. (b) borrowing. Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of . Not later than 12:00 noon, New York City time, on the Borrowing Date specified in such notice, each Lender shall make available to the Administrative Agent for at the account office of the Company Administrative Agent specified in subsection 9.2 (or at such other location as the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco timeAgent may direct) on the borrowing date requested by the Company an amount in funds immediately available funds equal to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, amount of the Loan to be made by such Lender (except that proceeds of all such Swing Line Loans will then be made available to the Company in accordance with subsection 2.4(a)). Loan proceeds received by the Administrative Agent at hereunder shall promptly be made available to the office at which Company, by the Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Company, at the books office of BofA the Administrative Agent specified in subsection 9.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (da) Notwithstanding any other provision contained Any borrowing of Eurodollar Loans hereunder shall be in this Agreementsuch amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, conversion or continuation (i) the aggregate principal amount of any Loans, there all Eurodollar Loans having the same Interest Period shall not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than an aggregate of 15 16 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made shall be in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrowers may borrow under the Commitments during the Commitment Period on any Business Day; provided in this Agreementthat, each Borrowing of Loans other than with respect to a request for a Daylight Overdraft Loan, such Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of BorrowingAgent, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. Agent, (San Francisco x) in the case of a Revolving Credit Loan, prior to 12:00 Noon (New York City time) at least ), (iA) three (3) Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (B) on the same Business Day of the requested Borrowing Date, otherwise, and (y) in the case of Eurodollar Rate Loans; and a Swing Line Loan, prior to 3:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying: (i) whether the borrowing is to be a Revolving Credit Loan, Daylight Overdraft Loan or a Swing Line Loan; (ii) one the amount to be borrowed; (iii) the requested Borrowing Date; (iv) in the case of a Revolving Credit Loan, whether the borrowing is to be a Base Rate Loan, a Cost of Funds Loan, a Eurodollar Loan or a combination thereof; (v) in the case of a Revolving Credit Loan, the respective amounts of each such Type of Revolving Credit Loan; and (vi) in the case of a Revolving Credit Loan, if the borrowing is to be entirely or partly of Eurodollar Loans or Cost of Funds Loans, the respective amounts of each such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor; provided, further, that, in the case of Daylight Overdraft Loans, (w) no Borrowing Notice shall be required, (x) on any Business Day prior and with respect to any Deposit Account located at the requested Collateral Agent, the Daylight Overdraft Lender will consider making a Daylight Overdraft Loan based on a statement showing the accounts payable due and owing from such Deposit Account on such day and the Eligible Accounts Receivable expected by a Borrower to be received in such Deposit Account on such day, (y) the making of a Daylight Overdraft Loan by the Daylight Overdraft Lender shall be deemed to constitute a representation by the Borrowers that the conditions contained in Section 6.2 have been satisfied, and (z) the making of any Daylight Overdraft Loan shall not constitute a waiver of the failure of any condition in Section 6.2 to be satisfied or any other Default or Event of Default. (b) Each borrowing date under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: $100,000 or a whole multiple thereof (Aor, if the then Available Commitments are less than $100,000, such lesser amount) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof and (y) in the case of Base Rate Eurodollar Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Cost of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Funds Loans, such Interest Period shall be one month. (b) Upon receipt $1,000,000 or a whole multiple of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing$100,000 in excess thereof. (c) Upon receipt of any notice from a Borrower pursuant to Section 2.4(a) with respect to a requested borrowing under the Commitments (other than a notice in respect of a Swing Line Loan or a Daylight Overdraft Loan), the Administrative Agent shall promptly notify each Lender thereof. Each Lender (other than the Swing Line Lender with respect to a Swing Line Loan and the Daylight Overdraft Lender with respect to a Daylight Overdraft Loan) will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company such Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. ’s office specified in Section 11.2 prior to 3:00 p.m. (San Francisco New York City time) on the borrowing date Borrowing Date requested by the Company such Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Each Revolving Credit Loan will then promptly be made available on the Borrowing Date to the Company such Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting wire transfer to the account of the -29- Company such Borrower set forth on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Schedule 2.2(A) in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement. Each Swing Line Loan will promptly be made available on the Borrowing Date to the applicable Borrower by the Swing Line Lender by wire transfer to the account of such Borrower set forth on Schedule 2.2(A). Each Daylight Overdraft Loan will be made available on the Borrowing Date to the applicable Borrower by the Daylight Overdraft Lender by crediting the amount of such Daylight Overdraft Loan to the account of such Borrower set forth on Schedule 2.2(B), after giving effect such account to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding held at the time any such determination is made in effect at any one timeDaylight Overdraft Lender. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise . The Borrower may borrow Dollar Loans during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco a) prior to 10:00 A.M., New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and Eurocurrency Loans or (iib) one Business Day prior to 11:00 A.M., New York City time, on the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) in the case of Eurocurrency Loans, the length of the Borrowing, which initial Interest Period therefor. Any Dollar Loans made on the Closing Date shall initially be ABR Loans. Each borrowing of Dollar Loans under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate minimum principal amount Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans, $5,000,000 10,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided The Borrower may borrow under the Revolving Credit Commitments (subject to the limitations in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice Section 2.01(a)) or the Term Commitments by the Company to giving the Administrative Agent notice substantially in the form of EXHIBIT B (a Notice of Borrowing"BORROWING REQUEST"), which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco a) 12:00 noon, New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, in the case of a Eurodollar Rate Loans; and Borrowing, or (iib) one 12:00 noon, New York City time, on the Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate Loansan ABR Borrowing. The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing, specifying: a First Lien Term Borrowing or a Second Lien Term Borrowing, (Aii) the amount of to be borrowed, (iii) the Borrowingrequested Borrowing Date (which must be the Effective Date, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; a Term Borrowing), (B) the requested borrowing date, which shall be a Business Day; (Civ) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate ABR Loans; , (Dv) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest Period therefor, and (vi) the Tranche under location and number of the Borrower's account to which such funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is requested; and (E) specified, then the duration of the requested Borrowing shall be an ABR Borrowing. If no Interest Period applicable is specified with respect to any requested Eurodollar Rate Loans included in such notice. If Borrowing, then the Notice of Borrowing Borrower shall fail be deemed to specify the duration of the have selected an Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month's duration. (b) Each Borrowing shall be in a minimum aggregate principal amount of (i) in the case of a Term Borrowing, $1.0 million or an integral multiple of $500,000 in excess thereof or (ii) in the case of a Revolving Credit Borrowing, $1.0 million or an integral multiple of $500,000 in excess thereof or, if less, the aggregate amount of the then Available Revolving Credit Commitments. (c) Upon receipt of the Notice of BorrowingTerm Borrowing Request, the Administrative Agent will shall promptly notify each Term Lender under of the applicable Tranche aggregate amount of the Term Borrowing and of the amount of such Term Lender's Pro Rata Share of the Borrowing. (c) PRO RATA portion thereof, which shall be based on their respective Term Commitments. Each Term Lender will make the amount of its Pro Rata Share PRO RATA portion of the Term Borrowing available to the Administrative Agent for the account of the Company Borrower at the New York office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in Section 9.01 prior to 10:00 a.m., New York City time) , on the borrowing date requested by the Company Effective Date in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, Amounts so received by the proceeds of all such Loans Administrative Agent will then promptly be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender's PRO RATA portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its PRO RATA portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in this AgreementSection 9.01 prior to 12:00 p.m., after giving effect New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to any Borrowing, conversion or continuation the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; PROVIDED that if on the Borrowing Date of any LoansRevolving Loans to be made to the Borrower, there shall not be more than an aggregate of 15 Interest Periods any Swingline Loans made to the Borrower or LC Disbursements for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election account of the Majority LendersBorrower shall be then outstanding, no the proceeds of such Revolving Loans may shall first be borrowed asapplied to pay in full such Swingline Loans or LC Disbursements, converted into or continued as, Eurodollar Rate with any remaining proceeds to be made available to the Borrower as provided above; and PROVIDED FURTHER that ABR Revolving Loans after made to finance the occurrence and during reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the continuance of any Default or Event of Default existsAdministrative Agent to the Issuing Bank.

Procedure for Borrowing. (a) Except as otherwise provided in this AgreementIn order to effect a borrowing hereunder, each Borrowing of Loans the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 12:00 Noon., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the Facility under which such borrowing is to be made, (ii) the amount and Type of Loans to be borrowed, (iii) the requested Borrowing Date and (iv) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing shall be in an aggregate minimum principal amount equal to (x) in the case of ABR Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; (B) provided, that the requested borrowing dateSwingline Lender may request, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration on behalf of the Interest Period applicable Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Eurodollar Rate Loans included in such noticeSection 2.5. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each relevant Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each relevant Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the ----------------------- Commitments during the Commitment Period on any Business Day, provided in this Agreementthat, each Borrowing of Loans -------- with respect to any borrowing, the Borrower shall be made upon Requisite Notice by give the Company to the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 prior to 10:00 a.m. (San Francisco New York City time) at least , (i) three Business Days prior to the requested borrowing date in Borrowing Date if all or any part of the case of Loans are to be Eurodollar Rate Loans; Loans and (ii) one Business Day prior to the requested Borrowing Date if the borrowing date in the case is to be solely of Alternate Base Rate Loans, specifying: ) and specifying (A) the amount of the Borrowingborrowing, which shall (B) whether such Loans are initially to be in an aggregate minimum principal amount of $5,000,000 Eurodollar Loans or any integral multiple of $1,000,000 in excess thereof in the case of Alternate Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing dateor a combination thereof, which shall be a Business Day; (C) whether if the Borrowing borrowing is to be comprised of entirely or partly Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any such Eurodollar Loans and (D) the requested Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Date. Upon receipt of such notice the Notice of Borrowing, the Administrative Agent will shall promptly notify each Lender. Not later than 12:00 noon, New York City time, on the Borrowing Date specified in such notice, each Lender under shall make available to the applicable Tranche Agent at the office of the Agent specified in Section 9.2 (or at such other location as the Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of the Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested . Loan proceeds received by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then Agent hereunder shall promptly be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Construction Agent, at the books office of BofA the Agent specified in Section 9.2, with the aggregate of amount actually received by the amounts made available to the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. The Borrower may submit no more than three Requisitions in any one calendar month, one of which may be for construction related costs and up to two of which may be for Property Acquisition Costs. (da) Notwithstanding any other provision contained Any borrowing of Eurodollar Loans hereunder shall be in this Agreementsuch amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, conversion or continuation (i) the aggregate principal amount of any Loans, there all Eurodollar Loans having the same Interest Period shall not be less than $2,000,000 or a whole multiple of $100,000 in excess thereof and (ii) no more than an aggregate of 15 sixteen Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made shall be in effect at any one time. (eb) At Notwithstanding anything in the election foregoing Section 2.3(a) to the contrary, on each date during the Construction Period with respect to any Construction Period Property which is one Business Day prior to any Interest Payment Date, unless otherwise requested by the Borrower at least three Business Days prior to such Interest Payment Date by written notice to the Agent, the Borrower shall be deemed to have requested a borrowing pursuant to Section 2.3(a) of Alternate Base Rate Loans in an amount equal to the aggregate amount of Allocated Interest on the Loans due and payable on such Interest Payment Date with respect to the Construction Period Properties. The Borrowing Date with respect to any such borrowing shall be the relevant Interest Payment Date (provided, that the making of the Majority LendersLoans pursuant to such borrowing shall be --------- subject to satisfaction of the applicable conditions precedent set forth in Section 4.2) and the proceeds of such borrowing shall be applied to pay such interest. On each such Borrowing Date, no the Tranche A/B Property Cost and the Tranche A/B Construction Property Cost of each Construction Period Property shall be increased by an amount equal to the Allocated Interest paid on such date with respect to such Property. (c) A portion of the principal amount of each Revolving Credit Synthetic Loan made by each Lender, and upon conversion pursuant to Section 2.3, each Term Synthetic Loan of each Lender, equal to the Tranche A Percentage of the principal amount of such Loan shall be deemed to be a "Tranche A Loan" for -------------- the purposes of the Operative Agreements and the remaining portion of the principal amount of such Loan shall be deemed to be a "Tranche B Loan" for the purposes of the Operative Agreements, provided that -------------- -------- payments in respect of the Loans may shall be borrowed as, converted into or continued as, Eurodollar Rate allocated to reduce the aggregate outstanding principal amount of Tranche A Loans after and Tranche B Loans of each Lender in the occurrence and during the continuance of any Default or Event of Default existsmanner specified in Section 2.10(a).

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans The Borrower shall be made upon Requisite Notice by the Company deliver to the Administrative Agent irrevocable written notice, in the form of a Exhibit D (the "Notice of Borrowing, ") (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco prior to 11:00 A.M., New York City time) , at least (i) three Business Days prior to the requested borrowing date Closing Date) requesting that the Lenders make the Loans on the Closing Date and specifying (i) the aggregate principal amount of the Loans to be made in respect of each Tranche on the Closing Date, which shall not exceed the maximum principal amounts with respect to each Tranche as set forth in Section 2.1 and which shall (x) in the case of Eurodollar Rate Loans; Tranche A, be a whole multiple of (euro)5,000, (y) in the case of Tranche B, be a whole multiple of U.S.$1,000,000 and (z) in the case of Tranche C, be a whole multiple of (Y)1,000,000, and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the initial Interest Period applicable with respect to Eurodollar Rate Loans included in such notice. If the Notice each of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Tranche A and Tranche B. Upon receipt of the Notice of Borrowingsuch notice, the Administrative Agent will shall promptly notify each Lender under thereof. Not later than 12:00 Noon, New York City time, on the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Closing Date, each Lender will shall make the amount of its Pro Rata Share of the Borrowing available to the Administrative Agent for the account of the Company (i) at the Administrative Agent's Dollar Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company Office an amount in funds immediately available funds equal to its pro rata share of each Dollar Borrowing (if any), (ii) at the Agent's Euro Payment Office an amount in immediately available funds equal to its pro rata share of each Euro Borrowing (if any), and (iii) at the Agent's Yen Payment Office an amount in immediately available funds equal to its pro rata share of each Yen Borrowing (if any). The Administrative Agent shall pay to the Administrative Agent. Unless any applicable condition specified Borrower in Article IV has not been satisfied, accordance with the proceeds payment instructions set forth in the Notice of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with Borrowing the aggregate of the amounts made available to the Administrative Agent by the Lenders and on the Closing Date in like funds as received by the Administrative Agentimmediately available funds. (db) Notwithstanding Each Lender at its option may make any other provision contained Euro Loan or Yen Loan by causing any domestic or foreign branch or Lender Affiliate of such Lender to make such Loan in accordance with Section 2.2(a); provided that any exercise of such option shall not result in any Loan being made by a Person that is not a Professional Market Party and shall not affect the obligation of the Borrower to repay such Loan in accordance with this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this The Borrower may borrow under the Commitments during the Commitment Period on any Business Day that an Advance may be requested pursuant to the terms of Section 5.2 of the Participation Agreement, each Borrowing of Loans provided, that the Borrower shall be made upon Requisite Notice by give the Company to the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) prior to 12:00 Noon, Austin, Texas time at least three (i3) three Business Days prior to the requested borrowing Borrowing Date specifying (i) the amount to be borrowed (which on any date shall not be in excess of the case of Eurodollar Rate Loans; and then Available Commitments), (ii) one Business Day prior to the requested borrowing date in the case of Base Rate LoansBorrowing Date, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (Ciii) whether the Borrowing borrowing is to be comprised of Eurodollar Rate Loans, ABR Loans or Base Rate a combination thereof, (iv) if the borrowing is to be a combination of Eurodollar Loans and ABR Loans; (D) , the Tranche under which such Borrowing is requested; respective amounts of each Type of Loan and (Ev) the duration of the Interest Period applicable to each Eurodollar Rate Loans included in such noticeLoan. If Pursuant to the Notice of Borrowing shall fail to specify the duration terms of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansParticipation Agreement, such Interest Period the Borrower shall be one month. (b) deemed to have delivered such notice upon the delivery of a notice by the Construction Agent or the Lessee containing such required information. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco office of the Agent specified in Section 9.2 prior to 12:00 Noon, Austin, Texas time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the an account designated, subject to Section 9.1 of the -29- Company Participation Agreement, by the Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (dAgent or in reliance on Section 2.10(b) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation hereof. No amount of any LoansLoan which is repaid or prepaid by the Borrower may be reborrowed hereunder, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made except as set forth in effect at any one time. (eSection 5.2(d) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default existsParticipation Agreement.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 12:00 Noon, New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date in Borrowing Date, if all or any part of the case of requested Loans are to be Eurodollar Rate Loans; and Loans or (iib) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing date is to be of Eurodollar Loans, Base Rate Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: $1,000,000 or a whole multiple thereof (Aor, if the then Available Commitments are less than $1,000,000, such lesser amount) and (y) in the amount case of the BorrowingEurodollar Loans, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by Agent specified in Section 10.2 prior to 11:00 a.m. (San Francisco A.M., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with the The aggregate of the amounts made available to the Administrative Agent by the Lenders and will then be made available to the Borrower by the Administrative Agent in accordance with the instructions of the Borrower in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (ai) Except as otherwise Each of the applicable Borrowers may borrow under the applicable Commitments on any Business Day during the period from the Closing Date until the Termination Date; provided that the Borrowers’ Agent shall give the Agent irrevocable (in this Agreement, each Borrowing the case of Loans shall be made upon Requisite Notice by the Company any notice except notice with respect to the Administrative Agent initial extension of Revolving Loans hereunder) notice in substantially the form of Exhibit B or in such other form as may be agreed between the Borrowers’ Agent and the Agent (each, a “Notice of Borrowing, ”) (which request must be received by the Administrative Agent not later than 9:00 a.m. prior to (San Francisco x) 12:00 noon, New York City time) , at least (i) three Business Days prior to the requested borrowing date Funding Date, if all or any part of the requested Revolving Loans are to be initially LIBOR Loans denominated in Dollars made to a U.S. Borrower, (y) 12:00 noon, New York City time, at least three Business Days prior to the requested Funding Date, if all or any part of the requested Revolving Loans are to be initially LIBOR Loans denominated in Dollars made to any Borrower other than a U.S. Borrower, LIBOR Loans denominated in any Alternative Currency or BA Equivalent Loans or (z) 12:00 noon, New York City time, on the requested Funding Date, for Base Rate Loans or Canadian Prime Rate Loans (or in the case of Eurodollar Rate Loans; and (ii) the initial Borrowing hereunder, in each case, 10:00 a.m., New York City time, one Business Day prior to the requested date of the initial borrowing date in the case of Base Rate Loans, specifying: hereunder)) specifying (A) the amount identity of the BorrowingBorrower, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the currency of the requested borrowing dateBorrowing and the amount to be borrowed, which shall be a Business Day; (C) the requested Funding Date, (D) whether the Borrowing is to be comprised of Eurodollar LIBOR Loans, BA Equivalent Loans, Base Rate Loans or Canadian Prime Rate Loans (as applicable) or a combination thereof (and if not so specified, it shall be deemed a request for Base Rate Loans; Loans (D) in the Tranche under which such Borrowing is requested; case of U.S. Revolving Loans or Canadian Revolving Loans denominated in Dollars), LIBOR Loans with an Interest Period of one month or Canadian Prime Rate Loans (in the case of Canadian Revolving Loans denominated in Canadian Dollars)), and (E) if the duration Borrowing is to be entirely or partly of LIBOR Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period applicable Periods or BA Equivalent Interest Periods therefor (and if not so specified, it shall be deemed a request for a period of one month). Each Borrowing, except any Base Rate Loan or Canadian Prime Rate Loan to Eurodollar Rate Loans included be used solely to pay a like amount of outstanding reimbursement obligations in such notice. If the Notice respect of Borrowing Letters of Credit or Swingline Loans, shall fail be in an amount equal to specify the duration an integral multiple of the Interest Period for any applicable Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Multiple and not less than the applicable Borrowing Minimum. Upon receipt of any such notice from the Notice of BorrowingBorrowers’ Agent, the Administrative Agent will shall promptly notify each Revolving Credit Lender under thereof. Subject to the applicable Tranche satisfaction of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each conditions precedent specified in Section 9.2, each Revolving Credit Lender will make the amount of its Pro Rata Share of the each Borrowing of Revolving Loans available to the Administrative Agent for the account of the Company Borrower(s) identified in such notice to the account or accounts from time to time designated by the Agent prior to 3:00 p.m., New York City time (or 10:00 a.m., New York City time, in the case of the initial borrowing hereunder), or at such other time as to which the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) Agent shall notify the Borrowers’ Agent reasonably in advance of the Funding Date with respect thereto, on the borrowing date Funding Date requested by the Company such Borrower(s) in Dollars, Canadian Dollars or any other Alternative Currency, as applicable, and in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such Borrowing will then be made available to the Company relevant Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by , crediting the account of such Borrower designated by the -29- Company on the books of BofA Borrowers’ Agent in writing, with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent. (di) Notwithstanding any other provision contained in this Agreement, after giving effect to any In lieu of delivering a Notice of Borrowing, conversion the Borrowers’ Agent may give the Agent telephonic notice of such request for advances on or continuation of any before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Loans, there shall not be more than an aggregate regardless of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time whether any such determination written confirmation is made in effect at any one timereceived. (eii) At the election of the Majority Agent or the Required Lenders, no Loans may the Borrowers shall not be borrowed as, converted into entitled to request a BA Equivalent Loan or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any a LIBOR Loan while a Default or Event of Default existshas occurred and is continuing.

Procedure for Borrowing. (a) Except Borrowing Agent on behalf of any Borrower may notify Agent prior to 11:00 a.m. (New York time) on a Business Day of a Borrower's request to incur, on that day, a Revolving Advance hereunder. Any amount required to be paid as otherwise provided in interest hereunder, or as fees or other charges under this AgreementAgreement or any other agreement with Agent, each Borrowing of Loans Lenders and/or any Issuer, or with respect to any other Obligation, which shall become due, shall be made upon Requisite Notice by deemed a request for an Advance as of the Company to the Administrative Agent date such payment is due, in the form amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent, Lenders and/or any Issuer and such request shall be irrevocable. (b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Notice of BorrowingEurodollar Rate Loan, which must be received by the Administrative Borrowing Agent not later than 9:00 a.m. (San Francisco time) shall give Agent at least three (3) Business Days' prior written notice, specifying (i) three Business Days prior to the requested borrowing date in the case of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; proposed borrowing (B) the requested borrowing date, which shall be a Business Day; ), (Cii) whether the Borrowing is type of borrowing and the amount on the date of such Advance to be comprised borrowed, which amount shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof, and (iii) the duration of the first Interest Period therefore. Interest Periods for Eurodollar Rate Loans shall be for one, two, three, or six months. No Eurodollar Rate Loan shall be made available to any Borrower during the continuance of a Default or an Event of Default. (c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the Termination Date. (d) Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e) herein below. (e) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than six (6) Eurodollar Rate Loans, in the aggregate. (f) Each Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. (g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder, as the case may be, shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or Base convert such affected Eurodollar Rate Loans; (D) Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the Tranche under which such Borrowing is requested; and (E) the duration last day of the Interest Period applicable to such Eurodollar Rate Loans included in Loan, Borrowers shall pay Agent, upon Agent's request, such notice. If the Notice of Borrowing shall fail amount or amounts as may be necessary to specify the duration of the Interest Period compensate Lenders for any Borrowing comprised loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate LoansLoan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Interest Period Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be one monthconclusive absent manifest error. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of the Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Company may borrow under the Commitments during the Commitment Period on any Business Day; provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by that the Company shall deliver to the Administrative Agent in the form of a Notice of BorrowingBorrowing Certificate, which certificate to be effective on the requested Borrowing Date must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco timeai) at least (i) prior to 12:00 noon three U.S. Government Securities Business Days prior to the requested borrowing date in Borrowing Date, if all or any part of the case of Eurodollar Rate requested Loans are to be initially LIBORTerm SOFR Loans (other than Foreign Currency Loans; and ), (iibii) one prior to 10:00 a.m. (London, England time) four Business Day Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be Foreign Currency Loans or (eiii) prior to 12:30 p.m. on the requested Borrowing Date, otherwise, in each case specifying (i1) the amount to be borrowed, (ii2) the currency to be borrowed, (iii3) the requested Borrowing Date, (iv4) whether the borrowing date is to be of LIBORTerm Benchmark Loans, Base Rate Loans, ▇▇▇▇▇ Loans or a combination thereof (if the borrowing is to be denominated in a Foreign CurrencyEuro, the borrowing must be comprised entirely of LIBOREURIBOR Loans and if the borrowing is to be denominated in British Pound Sterling, the borrowing must be comprised entirely of ▇▇▇▇▇ Loans) and (v5) if the borrowing is to be entirely or partly of LIBORTerm Benchmark Loans, the aggregate amount of such LIBORTerm Benchmark Loans and the amounts of each such LIBORTerm Benchmark Loan and the respective length of the initial Interest Period therefor. Each borrowing under the Commitments shall be in a Dollar Amount equal to (x) in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, such lesser amount) or (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate LIBORTerm Benchmark Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate ▇▇▇▇▇ Loans, such Interest Period $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of a Borrowing Certificate, the Administrative Agent shall be one monthpromptly notify each Bank thereof. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender Bank will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company at the applicable office of the Administrative Agent's Payment Account for payment Agent specified in subsection 9.2 or such other office specified by 11:00 a.m. the Administrative Agent from time to time prior to (San Francisco timei) 2:30 p.m. in the case of Base Rate Loans or 12:00 noon in the case of LIBORTerm Benchmark Loans denominated in Dollars or (ii) the Applicable Time specified by the Administrative Agent in the case of any Foreign Currency Loan, in each case on the borrowing date Borrowing Date requested by the Company in Dollars or the applicable Foreign Currency and in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, PROVIDED that the Borrower shall give the Agent, except as expressly set forth in subsections 3.4 and 4.8, irrevocable notice (a) Except as otherwise provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by the Company to the Administrative Agent in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 A.M., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date in Borrowing Date, if all or any part of the case of requested Loans are to be initially Eurodollar Rate Loans; and Loans or (iib) one Business Day prior to the requested borrowing date in the case of Base Rate LoansBorrowing Date, specifying: otherwise), specifying (Ai) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Periods therefor. Each borrowing under the Commitments shall be in an aggregate minimum principal amount of equal to $5,000,000 1,000,000 or any integral a whole multiple of $1,000,000 500,000 in excess thereof in (or, if the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loansthen aggregate Available Commitments are less than $500,000, such Interest Period shall be one month. (b) lesser amount). Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco office of the Agent specified in subsection 11.2 prior to 1:00 P.M., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, PROVIDED that, the proceeds of all Borrower shall give the Agent and the Lenders irrevocable notice by 11:00 A.M. New York City time one Business Day before the requested Borrowing Date, if the Closing Date is a Borrowing Date, and on such Loans date each Lender shall make such funds available to the Agent prior to 10:00 A.M., New York City time. Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Revolving Credit Commitments (other than the Swingline Commitment) during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent irrevocable notice (which notice must be substantially in the form of a Notice of Borrowing, which Exhibit E hereto and must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco prior to 10:00 A.M., Charlotte, North Carolina time) at least , (i) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans or (ii) on the Borrowing Date, otherwise), specifying (A) the amount to be borrowed, (B) the requested Borrowing Date, (C) whether the borrowing date is to be of Eurodollar Loans, ABR Loans or a combination thereof and (D) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of ABR Loans, a whole multiple of $1,000,000 (or, if the then Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice1,000,000. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the office of the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Agent specified in subsection 11.2 prior to 1:00 P.M., Charlotte, North Carolina time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (db) Notwithstanding The Borrower may borrow under the Swingline Commitment during the Commitment Period on any other provision contained Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., Charlotte, North Carolina time, on the Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date. Each borrowing under the Swingline Commitment shall be in this Agreementan amount equal to $100,000 or a whole multiple thereof (or, after giving effect to any Borrowingif the then Available Swingline Commitment is less than $100,000, conversion or continuation such lesser amount). Upon receipt of any Loanssuch notice from the Borrower, the Administrative Agent shall promptly notify the Swingline Lender thereof. The Swingline Lender will make the amount of such borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 1:00 P.M., Charlotte, North Carolina time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender and in like funds as received by the Administrative Agent. The Swingline Lender, at any time in its sole and absolute discretion may, and at any time as there shall not be a Swingline Loan outstanding for more than seven Business Days the Swingline Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swingline Lender to act on its behalf), request each Lender (including the Swingline Lender) to make a Revolving Credit Loan in an aggregate amount equal to such Lender's Commitment Percentage of 15 Interest Periods any such outstanding Swingline Loan. Not later than 1:00 P.M., Charlotte, North Carolina time, on the next Business Day, each Lender shall make its Commitment Percentage of such outstanding Swingline Loan available to the Administrative Agent for all Eurodollar Rate Loans outstanding the account of the Borrower at the time office of the Administrative Agent specified in subsection 11.2 in funds immediately available to the Administrative Agent, and the Administrative Agent will promptly make such funds available to the Swingline Lender. The proceeds of such Revolving Credit Loans shall be immediately applied to repay any such determination is made in effect at any one timeoutstanding Swingline Loan. All such Revolving Credit Loans shall be ABR Loans. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans The Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days prior to the requested borrowing date in the case of Eurodollar Rate Loans; and (ii) 10:00 A.M., New York City time, one Business Day prior to the requested borrowing date in anticipated Borrowing Date) requesting that the case of Base Rate Loans, specifying: (A) Term Lenders make the Term Loans on the Borrowing Date and specifying the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticeborrowed. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each Term Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of thereof. Not later than 12:00 Noon, New York City time, on the Borrowing Date each Term Lender shall make available to the Administrative Agent for at the Funding Office an amount in immediately available funds equal to the principal amount of the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) The Borrowers may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to (x) with respect to Revolving Credit Loans denominated in Dollars, 12:00 Noon, New York City time, (a) three U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), and (y) in the case of Revolving Credit Loans denominated in any Alternative Currency, the applicable Specified Time for such Alternative Currency, in each case specifying (i) the currency, amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date and Foreign Subsidiary Borrower (if applicable) and (iii) in the case of Eurodollar Loans (other than Daily Simple RFR Loans), the length of the initial Interest Period therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $500,000 in excess thereof (or, with respect to borrowings denominated in an Alternative Currency, the smallest amount of such Alternative Currency that has a Dollar Equivalent in excess of $2,500,000 or a whole multiple of the smallest amount of such Alternative Currency that has a Dollar Equivalent in excess of $500,000 in excess thereof). With respect to borrowings denominated in an Alternative Currency, no such borrowing shall cause the Dollar Equivalent of the aggregate principal amount of all then outstanding Revolving Credit Loans denominated in Alternative Currencies to exceed the Alternative Currency Sublimit. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower (or, if applicable, the Foreign Subsidiary Borrower identified in such Borrowing Notice) at the applicable Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds in Dollars or the applicable Alternative Currency, as applicable, immediately available to the Administrative Agent. The Administrative Agent shall make available to the Borrower (or, if applicable, the Foreign Subsidiary Borrower identified in such Borrowing Notice) the aggregate of the amounts made available to the Administrative Agent by the Lenders in like funds as received by the Administrative Agent. (d) Notwithstanding . Each Revolving Credit Lender may, at its option, make any other provision contained Revolving Credit Loan available to any Borrower by causing any foreign or domestic branch or Affiliate of such Revolving Credit Lender to make such Revolving Credit Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Credit Loan in accordance with the terms of this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; PROVIDED that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent irrevocable written notice, in substantially the form of a Notice of Borrowing, EXHIBIT I hereto (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 a.m., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Revolving Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans), in each case specifying (i) the case of Eurodollar Rate Loans; and amount to be borrowed, (ii) one Business Day prior to the requested Borrowing Date, (iii) whether the borrowing date in the case is to be of Base Rate Eurodollar Loans, specifying: ABR Loans or a combination thereof and (Aiv) if the amount borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans shall be in an aggregate minimum principal amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Office prior to 1:00 p.m., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding . The failure of any Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other provision contained in this Agreement, after giving effect Lender of its obligation to any Borrowing, conversion or continuation make available its share of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timeborrowing. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise Subject to the terms and conditions hereof, the Borrower may borrow Loans during the Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company deliver to the Administrative Agent in the form of a Notice of Borrowing, an irrevocable Borrowing Request (which must be received by the Administrative Agent not later than 9:00 a.m. prior to 11:00 A.M., New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to on the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Each borrowing of Loans shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate minimum principal amount Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any Borrowing Request from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. Borrower may borrow under the Revolving Credit Loan Commitments (subject to the limitations on the availability of Eurodollar Rate Loans), during the Commitment Period, provided Borrower shall give Agent telephonic or written notice (the "Notice of Borrowing"), which Notice of Borrowing must be received (a) Except as otherwise provided in this Agreementprior to 12:00 Noon, each Borrowing of Loans shall be made upon Requisite Notice by the Company to the Administrative Agent in the form of a Notice of BorrowingColumbus, which must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco Ohio time) , at least (i) three Business Days prior to the requested Borrowing Date for that part of the requested borrowing date that is to be Eurodollar Rate Loans, or (b) prior to 11:00 a.m., Columbus, Ohio time on or before the requested Borrowing Date for that part of the requested borrowing that is to be Prime Rate Loans which Notice of Borrowing, in the case of Prime Rate Loan(s), shall be irrevocable. Each Notice of Borrowing shall specify (i) the Borrowing Date (which shall be a Business Day), (ii) the amount of the requested borrowing, (iii) whether the borrowing is to be of Eurodollar Rate Loans, Prime Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each Prime Rate Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing pursuant to the Revolving Credit Loan Commitments shall be in the principal amount (a) in the case of Prime Rate Loans, of the lesser of (i) $1,000,000 or any larger amount which is an even multiple of $100,000, and (ii) the then undrawn Revolving Credit Loan Commitments, and (b) in the case of Eurodollar Rate Loans; and (ii) one , of $10,000,000 or any larger amount which is an even multiple of $1,000,000 so long as the principal amount of the requested borrowing is less than the then undrawn Revolving Credit Loan Commitments. After the Borrower gives a Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 10:00 a.m., Columbus, Ohio time, two Business Day Days prior to the requested borrowing date Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in the case Notice of Base Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower wants Eurodollar Rate LoansLoan(s) on such Borrowing Date and, specifying: if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower's confirmation is not timely made, the Borrower shall be deemed to have requested a borrowing entirely as a Prime Rate Loan in the aggregate amount and on the Borrowing Date specified in the Notice of Borrowing. (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; Borrowing Date (B) the requested borrowing date, which shall be a Business Day; ), (Cii) the amount of the requested borrowing, (iii) whether the Borrowing borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall Prime Rate Loans or a combination thereof, and (iv) if the borrowing is to be one month. (b) Upon receipt entirely or partly of the Notice of BorrowingEurodollar Rate Loans, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of each Prime Rate Loan, if any, and the respective amounts of each such Lender's Pro Rata Share Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the Borrowing. (c) Each Lender will make the amount of its Pro Rata Share initial Interest Periods therefor. Subject to satisfaction of the Borrowing available to the Administrative terms and conditions of this Agreement, each Bank shall deposit funds with Agent for the account of the Company at the Administrative Agent's Payment Account for payment Borrower by 11:00 a.m. (San Francisco time) 2:00 p.m. on the borrowing date requested Borrowing Date by the Company in funds wire transfer or other immediately available funds equal to its Revolving Credit Loan Commitment Percentage of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans The Loan(s) will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks, and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, . The provisions for conversion or and continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate the Loans outstanding at the time any such determination is made are set forth in effect at any one timesubsection 3.1. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided in this Agreementthat, each Borrowing of Loans other than with respect to a request for a Daylight Overdraft Loan, the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of BorrowingAgent, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. Agent, (San Francisco x) in the case of a Revolving Credit Loan, prior to 12:00 noon (New York City time) at least ), (iA) three (3) Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (B) on the same Business Day of the requested Borrowing Date, otherwise, and (y) in the case of Eurodollar Rate Loans; and a Swing Line Loan, prior to 3:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying: (i) whether the borrowing is to be a Revolving Credit Loan, Daylight Overdraft Loan or a Swing Line Loan; (ii) one the amount to be borrowed; (iii) the requested Borrowing Date; (iv) in the case of a Revolving Credit Loan, whether the borrowing is to be a Base Rate Loan, a Cost of Funds Loan, a Eurodollar Loan or a combination thereof; (v) in the case of a Revolving Credit Loan, the respective amounts of each such Type of Revolving Credit Loan; and (vi) in the case of a Revolving Credit Loan, if the borrowing is to be entirely or partly of Eurodollar Loans or Cost of Funds Loans, the respective amounts of each such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor; provided, further, that, in the case of Daylight Overdraft Loans, (w) no Borrowing Notice shall be required, (x) on any Business Day prior and with respect to any Deposit Account located at the requested Collateral Agent, the Daylight Overdraft Lender will consider making a Daylight Overdraft Loan based on a statement showing the accounts payable due and owing from such Deposit Account on such day and the Eligible Accounts Receivable expected by the Borrower to be received in such Deposit Account on such day, (y) the making of a Daylight Overdraft Loan by the Daylight Overdraft Lender shall be deemed to constitute a representation by the Borrower that the conditions contained in Section 6.2 have been satisfied, and (z) the making of any Daylight Overdraft Loan shall not constitute a waiver of the failure of any condition in Section 6.2 to be satisfied or any other Default or Event of Default. (b) Each borrowing date under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: $100,000 or a whole multiple thereof (Aor, if the then Available Commitments are less than $100,000, such lesser amount) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof and (y) in the case of Base Rate Eurodollar Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Cost of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Funds Loans, such Interest Period shall be one month. (b) Upon receipt $1,000,000 or a whole multiple of the Notice of Borrowing, the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing$100,000 in excess thereof. (c) Upon receipt of any notice from the Borrower pursuant to Section 2.4(a) with respect to a requested borrowing under the Commitments (other than a notice in respect of a Swing Line Loan or a Daylight Overdraft Loan), the Administrative Agent shall promptly notify each Lender thereof. Each Lender (other than the Swing Line Lender with respect to a Swing Line Loan and the Daylight Overdraft Lender with respect to a Daylight Overdraft Loan) will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. ’s office specified in Section 11.2 prior to 3:00 p.m. (San Francisco New York City time) on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Each Revolving Credit Loan will then promptly be made available on the Borrowing Date to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting wire transfer to the account of the -29- Company Borrower set forth on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Schedule 2.2 in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect . Each Swing Line Loan will promptly be made available on the Borrowing Date to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At Borrower by the election Swing Line Lender by wire transfer to the account of the Majority Lenders, no Loans may Borrower set forth on Schedule 2.2. Each Daylight Overdraft Loan will be borrowed as, converted into or continued as, Eurodollar Rate Loans after made available on the occurrence and during Borrowing Date to the continuance Borrower by the Daylight Overdraft Lender by crediting the amount of any Default or Event such Daylight Overdraft Loan to the account of Default existsthe Borrower set forth on Schedule 2.2.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by give the Company to the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) prior to 11:00 a.m. on the requested Borrowing Date with respect to Base Rate Loans, (ii) prior to 4:00 p.m. on the Business Day immediately preceding the requested Borrowing Date with respect to Eurodollar Loans, and (iii) prior to 11:00 a.m. on the date three Business Days prior to the requested borrowing date Borrowing Date with respect to LIBOR Loans), which notice shall be substantially in the case form of Exhibit B-1 and shall be duly completed by the Borrower (each, a "Notice of Borrowing"). Each Borrowing consisting of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which Loans or LIBOR Loans shall be in an aggregate minimum principal amount of equal to $5,000,000 500,000 or any integral greater amount that is a whole multiple of $1,000,000 in excess thereof in the case 100,000 and each Borrowing consisting of Base Rate Loans and Eurodollar Rate Loans; shall be in an amount equal to $100,000 or any whole multiple thereof (B) or, if the Aggregate Revolving Commitments on the requested borrowing dateBorrowing Date are less than $100,000, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticelesser amount). If the Notice of Borrowing shall fail to specify the duration Type of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the requested Loans is not specified in a Notice of Borrowing, then such Loans shall be made as Base Rate Loans. If no Interest Period is specified with respect to any requested Fixed Rate Loans in a Notice of Borrowing, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's duration. Upon receipt of any such notice from the Borrower, the Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share Percentage of the each Borrowing available to the Administrative Agent for the account of the Company Borrower in Dollars and in immediately available funds at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) office of the Agent at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, prior to 12:00 noon on the borrowing date Borrowing Date requested by the Company in funds immediately Borrower. The Agent shall make the amounts received by it from the Lenders available to the Administrative Borrower on the requested Borrowing Date by crediting such amounts to the account maintained by the Borrower with the Agent. (b) The Borrower may borrow the Term Loans as Base Rate Loans on the Effective Date, provided that the Borrower shall give the Agent a Notice of Borrowing (which notice must be received by the Agent prior to 11:00 a.m. on the Effective Date). Unless The requested Borrowing shall be in an amount equal to $100,000 or any applicable condition specified in Article IV has not been satisfiedwhole multiple thereof. Upon receipt of a Notice of Borrowing from the Borrower, the proceeds Agent shall promptly notify each Lender thereof. Each Lender will make the amount of all such Loans will then be made its Term Loan available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting in Dollars and in immediately available funds for the account of the -29- Company Borrower at the office of the Agent at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, prior to 12:00 noon on the books of BofA with the aggregate of Effective Date. The Agent shall make the amounts made received by it from the Lenders available to the Administrative Agent Borrower on the Effective Date by crediting such amounts to the account maintained by the Lenders and in like funds as received by Borrower with the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Company may borrow under the Commitments on any Business Day, provided in this Agreementthat, each Borrowing of Loans shall be made upon Requisite Notice by with respect to any borrowing, the Company to shall give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 12:00 noon (San Francisco or, with respect to Swing Line Loans, 1:00 p.m.), New York City time) at least , (i) three Business Days prior to the requested borrowing date in Borrowing Date if all or any part of the case of Loans are to be Eurodollar Rate Loans; Loans and (ii) one Business Day prior to the requested borrowing date Borrowing Date (or, in the case of Swing Line Loans and, if the Closing Date occurs on the date this Agreement is executed and delivered, Loans made on the Closing Date, on the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans, specifying: ) and specifying (A) the amount of the Borrowingborrowing, which shall (B) whether such Loans are initially to be in an aggregate minimum principal amount of $5,000,000 Eurodollar Loans or any integral multiple of $1,000,000 in excess thereof in the case of Alternate Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing dateor a combination thereof, which shall be a Business Day; (C) whether if the Borrowing borrowing is to be comprised of entirely or partly Eurodollar Rate Loans or Base Rate Loans; (D) , the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any Borrowing comprised of such Eurodollar Rate LoansLoans and (D) whether the Loan is a Term Loan, such Interest Period shall be one month. (b) Revolving Credit Loan or a Swing Line Loan. Upon receipt of the Notice of Borrowing, such notice the Administrative Agent will shall promptly notify each Lender. Not later than 12:00 noon, New York City time, on the Borrowing Date specified in such notice, each Lender under the applicable Tranche with a Commitment of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will respective Tranche shall make the amount of its Pro Rata Share of the Borrowing available to the Administrative Agent for at the account office of the Company Administrative Agent specified in subsection 12.2 (or at such other location as the Administrative Agent's Payment Account for payment Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by 11:00 a.m. such Lender (San Francisco time) on the borrowing date requested by except that proceeds of Swing Line Loans will be made available to the Company in funds immediately available to accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then Agent hereunder shall promptly be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on Company, at the books office of BofA the Administrative Agent specified in subsection 12.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (db) Notwithstanding any other provision contained Any borrowing of Eurodollar Loans hereunder shall be in this Agreementsuch amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, conversion or continuation (i) the aggregate principal amount of any Loans, there all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000, in excess thereof and (ii) no more than an aggregate of 15 twenty Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made shall be in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise provided in this AgreementIn order to effect a borrowing hereunder, each Borrowing of Loans the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. prior to 12:00 Noon, New York City time, (San Francisco time) at least (ia) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and , or (iib) one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the Facility under which such borrowing is to be made, (ii) the amount and Type of Loans to be borrowed, (iii) the requested Borrowing Date and (iv) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Each borrowing shall be in an aggregate minimum principal amount equal to (x) in the case of ABR Loans, $5,000,000 or any integral a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Base Rate Loans and Eurodollar Rate Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; (B) provided, that the requested borrowing dateSwingline Lender may request, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration on behalf of the Interest Period applicable Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Eurodollar Rate Loans included in such noticeSection 2.5. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each relevant Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each relevant Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 Noon, New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders and in like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may on any Business Day, borrow under the Aggregate Commitments during the Commitment Period, provided in this Agreementthat the Borrower shall notify the Agent by the delivery of a Borrowing Request, each Borrowing of Loans which shall be made upon Requisite Notice sent by telecopy and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the Company delivery to the Administrative Agent in the form of a Notice of Borrowing, which must be received Borrowing Request manually signed by the Administrative Agent not Borrower), no later than 9:00 a.m. (San Francisco time) at least (i) than: 11:00 a.m., three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; and (ii) Advances, or one Business Day prior to the requested borrowing date Borrowing Date, in the case of Base Rate LoansABR Advances, specifying: specifying (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in to be borrowed under the case of Base Rate Loans and Eurodollar Rate Loans; Aggregate Commitments, (B) the requested borrowing dateBorrowing Date, which shall be a Business Day; (C) whether the Borrowing such borrowing is to be comprised consist of one or more Eurodollar Rate Loans Advances, ABR Advances, or Base Rate Loans; a combination thereof, and (D) if such borrowing is to consist of one or more Eurodollar Advances, the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration length of the Interest Period for any each such Eurodollar Advance. Each (i) Eurodollar Advance to be made on a Borrowing comprised of Date, when aggregated with all amounts to be converted to a Eurodollar Rate Loans, Advance on such date and having the same Interest Period as such first Eurodollar Advance, shall be one monthequal no less than $2,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, and (ii) ABR Advance made on each Borrowing Date shall equal no less than $500,000 or such amount plus a whole multiple of $100,000 in excess thereof or, if less, the Available Commitment Amount. (b) Upon receipt of the Notice of Borrowingeach Borrowing Request, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche thereof. Subject to its receipt of the amount of such Lender's Pro Rata Share of notice referred to in the Borrowing. (c) Each preceding sentence, each Lender will make the amount of its Pro Rata Share Commitment Percentage of the Borrowing requested Loans available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) office of the Agent set forth in Section 11.2 not later than 12:00 noon on the borrowing date relevant Borrowing Date requested by the Company Borrower, in funds immediately available to the Administrative AgentAgent at such office. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be The amounts so made available to the Company Agent on such Borrowing Date will then, subject to the satisfaction of the terms and conditions of this Agreement, as determined by the Administrative Agent, be made available on such date to the Borrower by the Agent at the office at which Administrative Agent's Payment Account is located of the Agent specified in Section 11.2 by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of said amounts received by the amounts Agent. (c) Unless the Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by telecopy or other writing) that such Lender will not make available to the Agent such Lender's Commitment Percentage of the Loans requested by the Borrower, the Agent may assume that such Lender has made such share available to the Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice of the requested Loans from the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Loans available to the Agent, such Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Administrative Agent by Borrower to the Lenders and date such amount is paid to the Agent, at a rate per annum equal to, in like funds as the case of the Borrower, the applicable interest rate set forth in Section 3.1 for ABR Advances, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment until the date such payment is received by the Administrative AgentAgent and the Federal Funds Rate plus 2% thereafter. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's Loan as part of the Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Loans. (d) Notwithstanding any other provision contained in this AgreementIf a Lender makes a new Loan on a Borrowing Date on which the Borrower is to repay a Loan from such Lender, after giving effect such Lender shall apply the proceeds of such new Loan to any Borrowingmake such repayment, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at and only the time any such determination is made in effect at any one time. (e) At the election excess of the Majority Lenders, no Loans may proceeds of such new Loan over the Loan being repaid need be borrowed as, converted into or continued as, Eurodollar Rate Loans after made available to the occurrence and during the continuance of any Default or Event of Default existsAgent.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Each Borrowing of Loans shall be made upon Requisite Notice by the Company Borrower’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing in the form of Exhibit A hereto (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) prior to noon (New York City time) three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Rate Loans; Loans and (ii) one prior to noon (New York City time) on the Business Day prior to of the requested borrowing date Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Eurodollar Rate Loans, and in an aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing dateBorrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Eurodollar Rate Loans or Base Rate Loans; (D) comprising the Tranche under which such Borrowing is requestedBorrowing; and (ED) the duration of the Interest Period applicable to Eurodollar Rate such Loans included in such notice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one monththree months. (b) Upon receipt of the Notice of Borrowing, the The Administrative Agent will promptly notify each Lender under the applicable Tranche Bank of its receipt of any Notice of Borrowing and of the amount of such Lender's Bank’s Pro Rata Share of the that Borrowing. (c) Each Lender Bank will make the amount of its Pro Rata Share of the each Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's ’s Payment Account for payment Office by 11:00 a.m. 2:00 p.m. (San Francisco New York City time) on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the The proceeds of all such Loans will then be made available to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent. (d) Notwithstanding any other provision contained in this Agreement, after After giving effect to any Borrowing, conversion or continuation of any Loansunless the Administrative Agent shall otherwise consent, there shall may not be more than an aggregate of 15 eight different Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timeeffect. (e) At the election of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default exists.

Procedure for Borrowing. (a) Except as otherwise The Borrower may borrow under the Revolving Commitments during the Commitment Period on any Business Day; provided in this Agreement, each Borrowing of Loans that the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable notice (which notice must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco prior to 12:00 P.M., New York City time) at least (i) , three Business Days prior to the requested borrowing date Borrowing Date, in the case of Eurodollar Loans or Base Rate Loans; ), specifying (i) the amount and Type of Loans to be borrowed, (ii) one Business Day prior to the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing date under the Revolving Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: $1,000,000 or a whole multiple thereof (Aor, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the amount case of the BorrowingEurodollar Loans, which shall be in an aggregate minimum principal amount of $5,000,000 25,000,000 or any integral a whole multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such noticethereof. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month. (b) Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) thereof. Each Lender will make the amount of its Pro Rata Share pro rata share of the Borrowing each borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco Funding Office prior to 12:00 P.M., New York City time) , on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans Such borrowing will then be made available to the Company Borrower on such Borrowing Date by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company Borrower on the books of BofA such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) . Notwithstanding any other provision contained anything to the contrary herein, if all of the Lenders are DT Entities, the Borrower may not request, and the Lenders shall have no obligation to provide, borrowings in this Agreement, after giving effect to any Borrowing, conversion or continuation the form of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Base Rate Loans outstanding at without the time any such determination is made in effect at any one time. (e) At the election prior written consent of the Majority Lenders, no Loans may be borrowed as, converted into or continued as, Eurodollar Rate Loans after the occurrence and during the continuance of any Default or Event of Default existsRequired Lenders for each such borrowing.

Procedure for Borrowing. (a) Except as otherwise provided in this Agreement, each Borrowing of Loans The Borrower shall be made upon Requisite Notice by give the Company to the Administrative Agent in the form of Bank a Notice of Borrowing, which must be received by in the Administrative Agent not later than 9:00 form of Exhibit B hereto, prior to 11:00 a.m. (San Francisco Connecticut time) ), on the date of a Borrowing of a Base Rate Loan and at least three (3) Business Days before a Borrowing of a Eurodollar Rate Loan, specifying: (i) three Business Days prior to the requested borrowing date in the case of Eurodollar Rate Loans; and (ii) one Business Day prior to the requested borrowing date in the case of Base Rate Loans, specifying: (A) the amount of the such Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; , (Cii) the principal amount of such Borrowing, (iii) whether the Revolving Loan comprising such Borrowing is to be comprised of a Base Rate Loan or a Eurodollar Rate Loans or Base Loan, and (iv) if a Eurodollar Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of Loan, the Interest Period applicable with respect to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one monthBorrowing. (b) Upon receipt of the No Notice of Borrowing, Borrowing shall be revocable by the Administrative Agent will promptly notify each Lender under the applicable Tranche of the amount of such Lender's Pro Rata Share of the BorrowingBorrower. (c) Each Lender It is understood that if the Borrower elects an Interest Period with respect to a Eurodollar Rate Loan of six months, the Eurodollar Rate quoted to the Borrower two Business Days preceding the first day of the Interest Period will make be based on the amount Bank's good faith estimate of its Pro Rata Share costs of funding such Revolving Loan and that the actual interest rate for the Interest Period for such Revolving Loan may vary from that quoted to reflect the Bank's actual costs of funding on the date of the Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Account for payment by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately available to the Administrative Agent. Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the -29- Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentRevolving Loan. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there There shall not be no more than an aggregate of 15 four (4) Interest Periods for all relating to Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one time. (e) At If the election Bank makes a new Revolving Loan hereunder on a day on which the Borrower is to repay an outstanding Revolving Loan from the Bank, the Bank shall apply the proceeds of its new Revolving Loan to make such repayment and only an amount equal to the excess (if any) of the Majority Lendersamount being borrowed over the amount being repaid shall be made available by the Bank to the Borrower. (f) Notwithstanding anything to the contrary herein contained, no Loans may be borrowed asif, converted into or continued as, Eurodollar Rate Loans after upon the occurrence and during the continuance expiration of any Default or Event Interest Period applicable to any Borrowing of Default existsa Revolving Loan, the Borrower shall fail to give a new Notice of Borrowing as set forth in this Section 2.3, the Borrower shall be deemed to have given a new Notice of Borrowing of a Base Rate Loan in principal amount equal to the outstanding principal amount of such Revolving Loan, and the proceeds of the new Borrowing shall be applied directly to repay such outstanding principal amount on the day of such Borrowing.

Procedure for Borrowing. (a) Except as otherwise The Borrower may request Loans during the Funding Request Period on any Business Day; provided in this Agreementthat, each Borrowing of Loans the Borrower shall be made upon Requisite Notice by the Company to give the Administrative Agent in the form of a Notice of Borrowing, irrevocable written notice (which notice must be received by the Administrative Agent not later than 9:00 (x) in the case of a Revolving Credit Loan, (A) prior to 11:00 a.m. (San Francisco New York City time) at least (i) three Business Days prior to the requested borrowing date Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (B) prior to 10:00 a.m. (New York City time) on the same Business Day of the requested Borrowing Date, otherwise) or (y) in the case of Eurodollar Rate Loans; and a Swing Line Loan, prior to 3:00 p.m. (New York City time) on the requested Borrowing Date), in each case, in the form attached hereto as Annex I (the "Borrowing Notice"), specifying: (i) the amount to be borrowed; (ii) one Business Day prior to the requested Borrowing Date; (iii) whether the borrowing date is to be a Revolving Credit Loan or Swing Line Loan; (iv) in the case of a Revolving Credit Loan, whether the borrowing is to be a Base Rate Loan, a Cost of Funds Loan, a Eurodollar Loan or a combination thereof; (v) if the borrowing is to be entirely or partly of Eurodollar Loans or Cost of Funds Loans, specifying: the respective amounts of each such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor. (Ab) On any Business Day and with respect to any Deposit Account that is a Controlled Account of the Borrower, the Daylight Overdraft Lender will consider making Daylight Overdraft Loans based on a written statement delivered by the Borrower showing the accounts payable due and owing from such Deposit Account on such day and the aggregate amount of Eligible Accounts Receivable – Tier 1 and Eligible Accounts Receivable – Tier 2 expected by the Borrower to be received in such Deposit Account on such day, provided that, (x) no Borrowing Notice shall be required, (y) the amount making of a Daylight Overdraft Loan by the Daylight Overdraft Lender shall be deemed to constitute a representation by the Borrower that the conditions contained in Section 6.2 have been satisfied, and (z) the making of any Daylight Overdraft Loan shall not constitute a waiver of the Borrowing, which failure of any condition in Section 6.2 to be satisfied or any other Default or Event of Default. (c) Each borrowing hereunder shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof equal to (x) in the case of Base Rate Loans and Eurodollar Rate Cost of Funds Loans; , $1,000,000 or a whole multiple of $500,000 in excess thereof (Bor, if the then available aggregate Maximum Credit Limit of all Lenders is less than $1,000,000, such lesser amount) and (y) in the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised case of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month$1,000,000 or a whole multiple of $500,000 in excess thereof. (bd) Upon Subject to Section 2.4(e), upon receipt of any Borrowing Notice from the Notice Borrower pursuant to Section 2.4(a) with respect to a requested borrowing of Borrowinga Revolving Credit Loan, the Administrative Agent will shall promptly notify each Lender, or at any time after the Conversion to Approving Lenders Funding Date, each Approving Lender under thereof. Subject to Section 2.4(f), upon receipt of any notice from the applicable Tranche Daylight Overdraft Lender pursuant to Section 2.2(d), the Administrative Agent shall promptly notify each Lender, or at any time after the Conversion to Approving Lenders Funding Date, each Approving Daylight Overdraft Lender thereof and of the amount of such Lender's Pro Rata Share Stated Percentage thereof. Subject to Section 2.4(g), upon receipt of any Borrowing Notice from the Borrower pursuant to Section 2.3 with respect to a requested borrowing of a Swing Line Loan, the Administrative Agent shall promptly notify each Lender, or at any time after the Conversion to Approving Lenders Funding Date, each Approving Swing Line Lender thereof and of the Borrowingamount of such Lender's Stated Percentage thereof. (ce) Each Lender will Unless the Administrative Agent shall have received a written notice from one or more Declining Lenders pursuant to Section 2.7 prior to 12:00 p.m. (New York City time), one Business Day prior to the Administrative Agent's receipt of any Borrowing Notice for a Revolving Credit Loan (in which event Section 2.7 shall be applicable), each of the Lenders (other than ING) shall be obligated, regardless of whether it has affirmatively agreed to fund its Stated Percentage of the related Revolving Credit Loan, to make the amount of its Pro Rata Share Stated Percentage of the Borrowing such borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent's Payment Account for payment by 11:00 a.m. office specified in Section 11.2 prior to 3:00 p.m. (San Francisco New York City time) on the borrowing date Borrowing Date requested by the Company Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition , provided, however, that, with respect to ING, the Administrative Agent will advance ING's portion of such Revolving Credit Loan on the Borrowing Date requested by the Borrower and ING shall be irrevocably obligated, regardless of whether it has affirmatively agreed to fund its Stated Percentage of the related Revolving Credit Loan, to pay to the Administrative Agent the amount of such Revolving Credit Loan advanced by the Administrative Agent on ING's behalf, plus interest (at the rate specified in Article IV has not been satisfied, the proceeds of all Fronting Fee Letter) at the Administrative Agent's office specified in Section 11.2 prior to 3:00 p.m. (New York City time) on the date that is one (1) Business Day after such Loans Borrowing Date. Each such borrowing will then be made available on the Borrowing Date therefor to the Company Borrower by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting wire transfer to the account of the -29- Company Borrower set forth on the books of BofA with the aggregate Schedule 2.4 (or such other accounts of the amounts made available Borrower or other Person reasonably acceptable to the Required Lenders in the United States as may be notified in writing by the Borrower to the Administrative Agent by the Lenders and from time to time) in like funds as received by the Administrative Agent. If any Lender in a timely manner provides the Administrative Agent with such a written notice of its disapproval of further borrowings, the Administrative Agent shall notify the Borrower that one or more of the Lenders have elected not to fund further borrowings. (df) Notwithstanding any other provision contained Unless the Administrative Agent shall have received a written notice from one or more Declining Lenders pursuant to Section 2.7 prior to 12:00 p.m. (New York City time), one Business Day prior to the Administrative Agent's making of a Daylight Overdraft Loan (in this Agreementwhich event Section 2.7 shall be applicable), after giving effect each Lender will be deemed to any Borrowinghave approved such Daylight Overdraft Loan and each of the Lenders shall be obligated, conversion or continuation regardless of whether it has affirmatively agreed to fund its Stated Percentage of any related Revolving Credit Loan to be applied to repay the Refunded Daylight Overdraft Loans, there if applicable, to make the amount of its Stated Percentage of such Revolving Credit Loans pursuant to Section 2.6(a). Each Daylight Overdraft Loan will be made available on the Borrowing Date therefor to the Borrower by the Daylight Overdraft Lender by wire transfer to the account of the Borrower set forth on Schedule 2.4 (or such other accounts of the Borrower or other Person reasonably acceptable to the Required Lenders in the United States as may be notified in writing by the Borrower to the Administrative Agent from time to time). If any Lender in a timely manner provides the Administrative Agent with such a written notice of its disapproval of further borrowings, the Administrative Agent shall notify the Borrower that one or more of the Lenders have elected not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made in effect at any one timeto fund further borrowings. (eg) At Unless the election Administrative Agent shall have received a written notice from one or more Declining Lenders pursuant to Section 2.7 prior to 12:00 p.m. (New York City time), one Business Day prior to the Administrative Agent's receipt of any Borrowing Notice for a Swing Line Loan (in which event Section 2.7 shall be applicable), if the Swing Line Lender elects in its sole discretion to advance a Swing Line Loan pursuant to a Borrowing Notice on such date, each Lender will be deemed to have approved such requested Swing Line Loan and each of the Majority LendersLenders shall be obligated, no regardless of whether it has affirmatively agreed to fund its Stated Percentage of any related Revolving Credit Loan to be applied to repay the Refunded Swing Line Loans, if applicable, to make the amount of its Stated Percentage of such Revolving Credit Loans pursuant to Section 2.5(a). Each Swing Line Loan will be made available on the Borrowing Date therefor to the Borrower by the Swing Line Lender by wire transfer to the account of the Borrower set forth on Schedule 2.4 (or such other accounts of the Borrower or other Person reasonably acceptable to the Required Lenders in the United States as may be borrowed asnotified in writing by the Borrower to the Administrative Agent from time to time). If any Lender in a timely manner provides the Administrative Agent with such a written notice of its disapproval of further borrowings, converted into the Administrative Agent shall notify the Borrower that one or continued as, Eurodollar Rate Loans after more of the occurrence and during the continuance of any Default or Event of Default existsLenders have elected not to fund further borrowings.